0001144204-15-067874.txt : 20151125 0001144204-15-067874.hdr.sgml : 20151125 20151124195530 ACCESSION NUMBER: 0001144204-15-067874 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20151124 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: 20151125 DATE AS OF CHANGE: 20151124 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STG Group, Inc. CENTRAL INDEX KEY: 0001583513 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 463134302 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36149 FILM NUMBER: 151254242 BUSINESS ADDRESS: STREET 1: 11091 SUNSET HILLS ROAD STREET 2: SUITE 200 CITY: RESTON STATE: VA ZIP: 20190 BUSINESS PHONE: (703) 691-2480 MAIL ADDRESS: STREET 1: 11091 SUNSET HILLS ROAD STREET 2: SUITE 200 CITY: RESTON STATE: VA ZIP: 20190 FORMER COMPANY: FORMER CONFORMED NAME: Global Defense & National Security Systems, Inc. DATE OF NAME CHANGE: 20130805 8-K 1 v425632_8k.htm FORM 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): November 24, 2015

 

STG GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Delaware 001-36149 46-3134302
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

 

11091 Sunset Hills Road, suite 200  
Reston, Virginia 20190
(Address of principal executive offices) (Zip Code)

  

(703) 691-2480

(Registrant’s telephone number, including area code)

 

Global Defense & National Security Systems, Inc.

11921 Freedom Drive, Suite 550

Two Fountain Square

Reston, Virginia, 20190

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  ¨ Written communication 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 November 23, 2015, Global Defense & National Security Systems, Inc. (“we” or the “Company”) received a letter from NASDAQ indicating the intent to suspend trading in the Company’s securities on The NASDAQ Capital Market, effective with the open of the market on November 25, 2015.

 

The NASDAQ decision was based on its stated view that the Company does not meet the minimum shareholder requirement set forth in NASDAQ Listing Rule 5550(a)(3).

 

The Company issued a press release on November 25, 2015 disclosing the delisting.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

99.1*Press release dated November 24, 2015 Announcing the Receipt of NASDAQ Staff Delinquency Letter

 

* Filed herewith.

 

 

 

 

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.

       
  STG GROUP, INC.
     
  By:  

/s/ Paul Fernandes 

  Name:   Paul Fernandes
  Title:   President

Date: November 24, 2015

 

 

 

 

EXHIBIT INDEX

 
  99.1*   Press release dated November 24, 2015 Announcing the Receipt of NASDAQ Staff Delinquency Letter

 

* Filed herewith.

 

 

 EX-99.1 2 v425632_ex99-1.htm EXHIBIT 99.1

Page 1 of 1

 

Exhibit 99.1

 

Global Defense & National Security Systems, Inc. Announces Notice of Delisting of Securities from

The NASDAQ Capital Market – Intends to Seek Relisting

 

RESTON, Va., November 24, 2015 – Global Defense & National Security Systems, Inc. (the “Company”), previously a special purpose acquisition company (“SPAC”) focused on the U.S. defense and national security sector, today announced that on November 23, 2015, it received a NASDAQ letter indicating the intent to suspend trading in the Company’s securities on The NASDAQ Capital Market, effective with the open of the market on November 25, 2015.

 

The Company will apply for relisting on The NASDAQ Capital Market, and is working to show full compliance with all applicable NASDAQ initial listing criteria. In the meantime, the Company expects that its common stock will be quoted in the OTC Pink Current Information tier, beginning on November 25, 2015.

 

The NASDAQ decision was based on its stated view that the Company does not meet the minimum shareholder requirement set forth in NASDAQ Listing Rule 5550(a)(3). Meeting this requirement is a common challenge for SPACs. The Company believes that it will be able to demonstrate compliance with all applicable initial listing requirements, including the 300 round lot shareholder requirement, and it intends to be relisted.

 

CONTACTS:

 

Joele Frank, Wilkinson Brimmer Katcher
Jamie Moser / Leigh Parrish 

212-355-4449