-----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, UltAlZ9C0eBOENThIBm7k9kn346cSn0u3REwPO5SUFbUDM89M0JONjLGkZwuamC0 imjWfT+3V8TOgi7mFmMzzA== 0001013816-07-000411.txt : 20071018 0001013816-07-000411.hdr.sgml : 20071018 20071018144813 ACCESSION NUMBER: 0001013816-07-000411 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071016 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071018 DATE AS OF CHANGE: 20071018 FILER: COMPANY DATA: COMPANY CONFORMED NAME: American Telecom Services Inc CENTRAL INDEX KEY: 0001336467 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 000000000 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32736 FILM NUMBER: 071178624 BUSINESS ADDRESS: STREET 1: 2466 PECK RD CITY: CITY OF INDUSTRY STATE: CA ZIP: 90601 MAIL ADDRESS: STREET 1: 2466 PECK RD CITY: CITY OF INDUSTRY STATE: CA ZIP: 90601 8-K 1 form8k_101807.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): October 16, 2007 American Telecom Services, Inc. (Exact name of Registrant as specified in its charter) Delaware 1-32736 77-0602480 (State of incorporation) (Commission File No.) (IRS Employer Identification No.) 2466 Peck Road City of Industry, California 90601 (Address of principal executive offices) Registrant's telephone number: (562) 908-1287 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| 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. On October 16, 2007, we received notification from the American Stock Exchange ("Amex") that we are not in compliance with Amex's continued listing standards as required by Sections 134 and 1101 of the Amex Company Guide. The non-compliance results from our failure to file our Annual Report on Form 10-K for the fiscal year ended June 30, 2007 by the extended filing deadline of October 15, 2007. In order to maintain our Amex listing, we must submit a plan by November 16, 2007 advising Amex of the action we have taken, or will take, that would bring us into compliance with Sections 134 and 1101 of the Amex Company Guide by no later than January 16, 2008. Amex will evaluate our plan, and make a determination as to whether we have made a reasonable demonstration in the plan of an ability to regain compliance with all applicable continued listing standards by January 16, 2008, in which case the plan will be accepted. If the plan is accepted, we will remain listed during the plan period, during which time we will be subject to periodic review by Amex to determine whether we are making progress consistent with the plan. If we do not submit a plan or the plan is not accepted, we will be subject to delisting proceedings. We will be included in a list of issuers, which is posted daily on the Amex website, that are not in compliance with the continued listing standards and ".LF" will be appended to our trading symbols whenever such trading symbols are transmitted with a quotation or trade. Accordingly, our common stock and warrants will trade as TES.LF and TES.WS.LF. The website posting and indicator will remain in effect until we have regained compliance with all applicable continued listing standards. A copy of the press release announcing receipt of the letter is being furnished as Exhibit 99.1 to this report and incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. (a) Financial Statements of Businesses Acquired - None (b) Pro Forma Financial Information - None (c) Shell Company Transactions - None (d) Exhibits: Exhibit No. Description ----------- ----------- 99.1 Press release dated October 17, 2007 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. Dated: October 17, 2007 AMERICAN TELECOM SERVICES, INC. By: /s/ Lawrence Burstein ------------------------------- Name: Lawrence Burstein Title: Chairman EX-99 2 form8k_101807-ex991.txt EXH. 99.1 PRESS RELEASE Exhibit 99.1 [GRAPHIC OMITTED] American Telecom Services Receives Non-Compliance Notification from AMEX City of Industry, California, October 17, 2007 - American Telecom Services Inc. (AMEX: TES), a provider of converged communications solutions, today announced that it has received notification from the American Stock Exchange that it is not in compliance with the Exchange's continued listing standards, as required by Sections 134 and 1101 of the Amex Company Guide, because of the Company's failure timely to file its Annual Report on Form 10-K for the fiscal year ended June 30, 2007. The Company had previously announced that it was unable to file Form 10-K by the specified date because it required additional time to evaluate its revenue recognition policies for specific retail accounts. In its letter dated October 16, 2007, the Exchange has requested that the Company submit, not later than November 16, 2007, the Company's plan to regain compliance with the Exchange's listing requirements. In addition, the Company is required to regain compliance not later than January 16, 2008. The Company currently anticipates filing its Annual Report on Form 10-K by early November 2007. As a result of the non-compliance notice, the Company will be included in a list of issuers, which is posted daily on the AMEX website, that are not in compliance with the continued listing standards and ".LF" will be appended to its trading symbols whenever such trading symbols are transmitted with a quotation or trade. Accordingly, the Company's common stock and warrants will trade as TES.LF and TES.WS.LF. The website posting and indicator will remain in effect until the Company has regained compliance with all applicable listing requirements. About American Telecom Services American Telecom Services, a leader in converged communications solutions, provides consumers with "Good Reasons to Pick-Up the Phone." American Telecom Services combines new Interference Free DECT 6.0 feature rich telephones bundled with a variety of pre-paid long distance and Voice over Internet Protocol (VoIP or Internet Phone) calling plans designed to save consumers up to 60% on their telecom service costs. The Company offers the only home phones bundled with Pay N' Talk prepaid residential long-distance services powered by IDT Telecom (patent-pending) and is the only provider of DigitalClear(TM) Internet phones that include an adapter and router built right into the base of the phones (patent-pending); Just "Plug In & Save!" The DigitalClear product line offers consumers the opportunity to save up to $500 on their phone services using phones bundled with Primus Lingo VoIP services. Consumers can select phones bundled with Primus Lingo VoIP services. Consumers who do not possess high-speed Internet service at home can purchase the service with the only "ONE Box Solution" offered with all DigitalClear products. American Telecom Service's products are available nationally at more than 24,000 retail locations. Visit http://www.atsphone.com for Company and product information. Contact: Company Investors: Edward James, CFO Joe Noel (678) 636-4394 (415) 710-5464 (925) 922-2560 Eddie.James@atsphone.com jnoel@emerginggrow.com Safe Harbor Statement Any statements in this press release that are not historical facts are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. In some cases, you can identify those forward-looking statements by words such as "may," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," or "continue" or the negative of those words and some other comparable words. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from historical results or those the Company anticipates. Factors that could cause actual results to differ from those contained in the forward-looking statement include, but are not limited to, those risks and uncertainties described in the Company's prospectus dated December 11, 2006 and the other reports and documents the Company files from time to time with the Securities and Exchange Commission. Statements included in this press release are based upon information known to the Company as of the date of this press release, and the Company assumes no obligation to (and expressly disclaims any such obligation to) publicly update or alter its forward-looking statements made in this press release, whether as a result of new information, future events or otherwise, except as otherwise required by applicable federal securities laws. -----END PRIVACY-ENHANCED MESSAGE-----