-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P0zTcZRcTup6ky+IGdzLDrWv6Tn1OWoRU3Tv/eqyKfYk602LoDL8OQIU14Vl2y+U ckt3i/UMk1ejdPUhcR9/hg== 0000950152-05-006373.txt : 20050801 0000950152-05-006373.hdr.sgml : 20050801 20050801172933 ACCESSION NUMBER: 0000950152-05-006373 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050801 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050801 DATE AS OF CHANGE: 20050801 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WARWICK VALLEY TELEPHONE CO CENTRAL INDEX KEY: 0000104777 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 141160510 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11174 FILM NUMBER: 05989365 BUSINESS ADDRESS: STREET 1: 47 49 MAIN ST CITY: WARWICK STATE: NY ZIP: 10990 BUSINESS PHONE: 9149861101 MAIL ADDRESS: STREET 1: 47 49 MAIN ST STREET 2: PO BOX 592 CITY: WARWICK STATE: NY ZIP: 10990 8-K 1 l15340ae8vk.htm WARWICK VALLEY TELEPHONE COMPANY 8-K Warwick Valley Telephone Company 8-K
 

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 1, 2005
Warwick Valley Telephone Company
(Exact name of registrant as specified in its charter)
     
0-11174
(Commission File No.)
  14-1160510
(I.R.S. Employer Identification No.)
New York
(State or other jurisdiction of incorporation or organization)
47 Main Street
Warwick, New York 10990
(845) 986-8080

(Address, including zip code, and telephone number,
including area code, of Registrant’s principal executive offices)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the obligation of the registrant under any of the following provisions:
o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

         
Item 3.01.   Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
 
       
    Warwick Valley Telephone Company (the “Company”), whose Common Shares trade on The Nasdaq National Market under the symbol WWVYE, had, as previously reported, been given by a Nasdaq hearing panel until July 29, 2005 to file its Annual Report on Form 10-K for year ended December 31, 2004 and its Quarterly Report on Form 10-Q for the first quarter of 2005 in order to avoid the delisting of its Common Shares. The Company has submitted a request that this deadline be extended. The Company does not know whether its request will be granted, or, if it is, when any new deadline might be; it understands, however, that its Common Shares will not be delisted while Nasdaq considers the request for an extension.
 
       
Item 8.01.   Other Events
 
       
    On August 1, 2005, the Company issued a press released described above under Item 3.01 with respect to requesting that the Nasdaq National Market extend the Company’s July 29, 2005 deadline to file its Annual Report on Form 10-K for the year ended December 31, 2004 and its Quarterly Report on Form 10-Q for the first quarter of 2005 to avoid the delisting of its Common Shares.
 
       
    A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
       
Item 9.01.   Financial Statements and Exhibits.
 
       
 
  (c)   Exhibits
 
       
 
      99.1. Press release entitled “Warwick Valley Telephone Requests Nasdaq Extension,” dated August 1, 2005.

 


 

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  WARWICK VALLEY TELEPHONE COMPANY
                               (Registrant)
 
 
Date: August 1, 2005  By:   /s/ Herbert Gareiss, Jr.   
    Name:   Herbert Gareiss, Jr.   
    Title:   President   

 


 

         
Exhibit Index
     
Exhibit No.   Description
99.1
  Press release entitled “Warwick Valley Telephone Requests Nasdaq Extension”

 

EX-99.1 2 l15340aexv99w1.htm EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1
 

Exhibit 99.1
Warwick Valley Telephone Requests Nasdaq Extension
(Warwick, New York, August 1, 2005—Nasdaq: WWVYE; the Company) Warwick Valley Telephone Company announced today that they have requested that the Nasdaq National Market extend the Company’s July 29, 2005 deadline to file its Annual Report on Form 10-K for year ended December 31, 2004 and its Quarterly Report on Form 10-Q for the first quarter of 2005 in order to avoid the delisting of its Common Shares. The Company does not know whether its request will be granted, or, if it is, when any new deadline might be; it understands, however, that its Common Shares will not be delisted while Nasdaq considers the request for an extension.
As previously reported, the Company received a notice from the Listing Qualifications Department of The Nasdaq National Market, Inc., dated April 5, 2005, stating that the Company had failed to comply with Nasdaq’s Marketplace Rule 4310(c)(14) because it had not yet filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2004. The Company’s late filing of the Form 10-K is due to the complex nature of the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and the fact that the Company encountered unanticipated delays in connection with its evaluation and testing in its assessment of its internal control over financial reporting. The delays have not resulted from the discovery of circumstances which would require any restatement of its prior financials.
CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements. Please refer to the Company’s Report on Form 10-Q for the quarter ended September 30, 2004 and the Company’s past and future filings and reports filed with the Securities and Exchange Commission for a description of the business environment in which the Company operates and the important factors that may affect its business. The Company is not under any obligation to (and expressly disclaims any obligation to) update or alter its forward-looking statements, whether as the result of new information, future events or otherwise.

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