-----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, L9tFfiaHqoO/0EN9pETeijRqDNzjrjDcUNDnWux4SBAWKsOVxsBmKUsPEPWJakmQ 6gUbVSqnO2e6t4vG800C8g== 0001015402-01-501893.txt : 20010720 0001015402-01-501893.hdr.sgml : 20010720 ACCESSION NUMBER: 0001015402-01-501893 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010616 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010719 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ELECTRONIC CLEARING HOUSE INC CENTRAL INDEX KEY: 0000721773 STANDARD INDUSTRIAL CLASSIFICATION: FUNCTIONS RELATED TO DEPOSITORY BANKING, NEC [6099] IRS NUMBER: 930946274 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-15245 FILM NUMBER: 1684148 BUSINESS ADDRESS: STREET 1: 28001 DOROTHY DR CITY: AGOURA HILLS STATE: CA ZIP: 91301-2697 BUSINESS PHONE: 8187068999 MAIL ADDRESS: STREET 1: 28001 DOROTHY DRIVE CITY: AGOURA HILLS STATE: CA ZIP: 91301 FORMER COMPANY: FORMER CONFORMED NAME: BIO RECOVERY TECHNOLOGY INC DATE OF NAME CHANGE: 19860122 8-K 1 doc1.txt 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) July 16, 2001 ELECTRONIC CLEARING HOUSE, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) NEVADA 0-15245 93-0946274 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 28001 Dorothy Drive, Agoura Hills, California 91301 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (818) 706-8999 (Former name or former address, if changes since last report) - -------------------------------------------------------------------------------- ITEM 5. OTHER EVENTS On July 16, 2001, the Company received Nasdaq notification that the Panel determined to continue the listing of the Company's securities on The Nasdaq SmallCap Market pursuant to the following exceptions: 1) on or before August 3, 2001, the Company is required to file a proxy statement with the Securities and Exchange Commission and Nasdaq evidencing its intent to seek shareholder approval for a reverse stock split, and 2) on or before September 17, 2001, the Company is required to demonstrate a closing bid price of at least $1.00 per share and, immediately thereafter, a closing bid price of at least $1.00 per share for a minimum of ten consecutive trading days. The Board of Directors has approved a one-for-four reverse stock split, subject to shareholder approval, that the Company believes will resolve the bid price deficiency. The Company intends to seek shareholder approval at a special meeting of shareholders to be held on September 7, 2001. Presently, the Company has approximately 21.8 million total shares outstanding. Assuming the successful completion of the reverse stock split, the Company would have approximately 5.45 million total shares outstanding after the split. ITEM 7. EXHIBITS Exhibit Number Description of Document - ------ ------------------------- 99.1 Press release issued and dated July 18, 2001. 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. ELECTRONIC CLEARING HOUSE, INC. (Registrant) By \s\ Alice L. Cheung ------------------------ Alice L. Cheung, Treasurer & Chief Financial Officer Dated: July 18, 2001 EX-99.1 2 doc2.txt EXHIBIT 99.1 FOR IMMEDIATE RELEASE ----------------------- ELECTRONIC CLEARING HOUSE, INC. (ECHO) RECEIVES NASDAQ NOTIFICATION FOR CONTINUED LISTING JULY 18, 2001, AGOURA HILLS, CALIF.-- Electronic Clearing House, Inc. (NASDAQ: ECHO), a leading provider of electronic payment systems, today announced that the Company's common stock will continue to be listed on the Nasdaq SmallCap MarketSM via an exception from the minimum bid price requirements. While ECHO did not meet this requirement as of January 5, 2001, the Company has been granted temporary exception from this standard, subject to ECHO meeting the following conditions: 1) on or before August 3, 2001, the Company is required to file a proxy statement with the Securities and Exchange Commission and Nasdaq, evidencing its intent to seek shareholder approval for a reverse stock split, and 2) on or before September 17, 2001, the Company is required to demonstrate a closing bid price of at least $1.00 per share and, immediately thereafter, a closing bid price of at least $1.00 per share for a minimum of ten consecutive trading days. The Company believes that it can meet these conditions, however, there can be no assurance that it will do so. Effective with the opening of business on July 18, 2001, and for the duration of the exception period, the Company's trading symbol shall be changed from "ECHO" to "ECHOC". In the event that the Company is deemed to have met the conditions of the exception and all other criteria necessary for continued listing, it shall continue to be listed on the Nasdaq SmallCap MarketSM and the "C" shall be dropped from the trading symbol at that time. The Board of Directors has approved a one-for-four reverse stock split, subject to shareholder approval, that the Company believes will resolve the bid price deficiency. The Company intends to seek shareholder approval at a special meeting of shareholders to be held on September 7, 2001. Presently, the Company has approximately 21.8 million total shares outstanding. Assuming the successful completion of the reverse stock split, the Company would have approximately 5.45 million total shares outstanding after the split. "We believe that the reverse stock split will benefit the Company's long-term share price and liquidity as well as preserve its listing on the Nasdaq stock market," said Joel M. Barry, Chairman and CEO of ECHO. "ECHO has achieved significant revenue growth over the past five years and has reported profitable operations and positive cash flow for the past several years. After assembling all the pieces to offer a complete payment processing solution to the merchant, we believe that ECHO is poised to build on our profitability over the coming years. Our goal is to continue to improve the Company's financial performance, execute on the significant growth opportunities that we see in payment processing market at this time, and continue to build shareholder confidence." ABOUT ECHO: Electronic Clearing House, Inc. provides debit and credit card processing, check guarantee, check verification, check conversion, check re-presentment, check collection, and inventory tracking to over 60,000 retail merchants and U-Haul dealers across the nation. Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: Any statements set forth above that are not historical facts are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Potential risks and uncertainties include, but are not limited to, such factors as fluctuations in demand for the Company's products and services, the introduction of new products and services, the Company's ability to maintain customer and strategic business relationships, technological advancements, impact of competitive products and services and pricing, growth in targeted markets and other information detailed from time to time in the Company's filings with the United States Securities and Exchange Commission. INVESTOR CONTACTS: Donna Rehman, Corporate Secretary Crocker Coulson, Partner Electronic Clearing House, Inc. Coffin Communications Group 818-706-8999, ext. 3033 818-789-0100 Agoura Hills, Calif. E-MAIL: Crocker.coulson@coffincg.com E-MAIL: corp@ECHO-inc.com ----------------- URL:http://www.ECHO-inc.com - --------------------------- -----END PRIVACY-ENHANCED MESSAGE-----