0000909518-15-000351.txt : 20151223 0000909518-15-000351.hdr.sgml : 20151223 20151223172731 ACCESSION NUMBER: 0000909518-15-000351 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20151223 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: 20151223 DATE AS OF CHANGE: 20151223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: XURA, INC. CENTRAL INDEX KEY: 0001549872 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 043398741 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35572 FILM NUMBER: 151306544 BUSINESS ADDRESS: STREET 1: 200 QUANNAPOWITT PARKWAY CITY: WAKEFIELD STATE: MA ZIP: 01880 BUSINESS PHONE: 781-246-9000 MAIL ADDRESS: STREET 1: 200 QUANNAPOWITT PARKWAY CITY: WAKEFIELD STATE: MA ZIP: 01880 FORMER COMPANY: FORMER CONFORMED NAME: Comverse, Inc. DATE OF NAME CHANGE: 20120511 8-K 1 mm12-2315_8k.htm mm12-2315_8k.htm
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):
December 23, 2015 (December 17, 2015)
 
XURA, INC.
 
(Exact name of registrant as specified in its charter)
 

 
Delaware
001-35572
04-3398741
 
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)
 

 
 200 Quannapowitt Parkway
Wakefield, MA
01880

(Address of Principal Executive Offices)
(Zip Code)

Registrant's telephone number, including area code: (781) 246-9000

 
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 December 17, 2015, Xura, Inc. (the “Company”) received a notification letter from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”), informing the Company that it is not in compliance with Nasdaq Listing Rule 5250(c)(1) because the Company did not timely file its Quarterly Report on Form 10-Q for the quarter ended October 31, 2015 (the “Form 10-Q”) with the Securities and Exchange Commission.

As previously reported, the Company has completed two material transactions in the past two quarters.  The accounting for these transactions is complex and has placed substantial burden on the Company’s financial reporting and accounting personnel.  The Company is working diligently to finalize its financial statements and related disclosures and evaluate the implications on its controls.

The Nasdaq letter provides that the Company has until February 15, 2016 to submit a plan to regain compliance.  The Company currently intends to file its Form 10-Q on December 28, 2015 or as soon as practicable thereafter.

On December 23, 2015, the Company issued a press release announcing receipt of the Nasdaq letter, a copy of which is attached hereto as Exhibit 99.1.

The foregoing information includes “forward-looking statements.” Forward-looking statements include statements regarding the Company’s expectation in respect of the timing of the filing its Form 10-Q.  In some cases, forward-looking statements can be identified by the use of terminology such as “may,” “expects,” “plans,” “anticipates,” “estimates,” “believes,” “potential,” “projects,” “forecasts,” “intends,” or the negative thereof or other comparable terminology. By their very nature, forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause actual results, performance and the timing of events to differ materially from those anticipated, expressed or implied by forward-looking statements. Such risks or uncertainties may give rise to claims or regulatory issues, increase exposure to contingent liabilities and cause pressure on the Company's stock price.  In this filing, risks relating to the forward-looking statements include (among other factors), the complexity of the preparation of our financial statements in light of several recently completed transactions, as well as the acquisition-related, financial accounting and other risks set forth in the "Forward-Looking Statements" and Item 1A, "Risk Factors" and elsewhere in the Company's Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q for the quarters ended April 30, 2015 and July 31, 2015, or in other subsequently filed periodic, current or other reports. The Company undertakes no commitment to update or revise any forward-looking statements except as required by law. The risks and uncertainties discussed above, as well as others, are discussed in greater detail in our filings with the SEC. The documents and reports the Company files with the SEC are available through the Company, or its website, www.Xura.com, or through the SEC's Electronic Data Gathering, Analysis, and Retrieval system (EDGAR) at www.sec.gov.

Item 9.01 Financial Statements and Exhibits.

(d)           Exhibits.                                

 
     
     
99.1
  
Press Release of Xura, Inc., dated December 23, 2015
 
 
 
2
 



SIGNATURE
 
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.
 
 
 
 
XURA, INC.
   
   
Date:  December 23, 2015 
By:
/s/ Roy Luria
   
Roy Luria
Executive Vice President, General Counsel
            
 
 
 
 
 
 
 

 
 
3
 

Exhibit Index
 
Exhibit No.
  
Description
   99.1
  
Press Release of Xura, Inc., dated December 23, 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4
 EX-99.1 2 mm12-2315_8ke991.htm EX.99.1 - NASDAQ NOTICE mm12-2315_8ke991.htm
Exhibit 99.1
 CONTACT: Todd, Luke - Xura, Inc.
(781) 213-2131
                                      Luke.Todd@Xura.com
Xura Receives Notice from Nasdaq

WAKEFIELD, MA, December 23, 2015 - Xura, Inc. (“Xura”; NASDAQ: MESG) received a notification letter from The Nasdaq Stock Market on December 17, 2015 that it is not in compliance with Nasdaq Listing Rule 5250(c)(1) because the company did not timely file its Quarterly Report on Form 10-Q for the period ended October 31, 2015 with the Securities and Exchange Commission.
 
As previously reported, the Company has completed two material transactions in the past two quarters.  The accounting for these transactions is complex and has placed substantial burden on the Company’s financial reporting and accounting personnel.  The Company is working diligently to finalize its financial statements and related disclosures and evaluate the implications on its controls.

The Nasdaq letter provides that the Company has until February 15, 2016 to submit a plan to regain compliance.  The Company currently intends to file its Form 10-Q on December 28, 2015 or as soon as practicable thereafter.
 
About Xura, Inc.
 
Xura offers a portfolio of digital services solutions that enable global communications across a variety of mobile devices and platforms. We help communication service providers (“CSPs”) and enterprises navigate and monetize the digital ecosystem to create innovative, new experiences through our cloud-based offerings. Our solutions touch more than three billion end points, through 350+ service providers and enterprises in 140+ countries. You can find us at www.Xura.com.
 
Forward-Looking Statements
 
This press release includes “forward-looking statements.” Forward-looking statements include statements regarding the company’s expectation in respect of the timing of the filing its Form 10-Q.  In some cases, forward-looking statements can be identified by the use of terminology such as “may,” “expects,” “plans,” “anticipates,” “estimates,” “believes,” “potential,” “projects,” “forecasts,” “intends,” or the negative thereof or other comparable terminology. By their very nature, forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause actual results, performance and the timing of events to differ materially from those anticipated, expressed or implied by forward-looking statements. Such risks or uncertainties may give rise to claims or regulatory issues, increase exposure to contingent liabilities and cause pressure on the company's stock price.  In this filing, risks relating to the forward-looking statements include (among other factors), the complexity of the preparation of our financial statements in light of several recently completed transactions, as well as the acquisition-related, financial accounting and other risks set forth in the "Forward-Looking Statements" and Item 1A, "Risk Factors" and elsewhere in the Company's Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q for the quarters ended April 30, 2015 and July 31, 2015, or in other subsequently filed periodic, current or other reports. The company undertakes no commitment to update or revise any forward-looking statements except as required by law. The risks and uncertainties discussed above, as well as others, are discussed in greater detail in our filings with the SEC. The documents and reports the company files with the SEC are available through the company, or its website, www.Xura.com, or through the SEC's Electronic Data Gathering, Analysis, and Retrieval system (EDGAR) at www.sec.gov.