-----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, B4YJ/LG+PLHYK3aZ+vBW/ZxElkvhMeYqlAad6xixbJ4s1jvJzkv8L12leVnndka2 gxrrr6De6yZ9GcPYvbblBQ== 0001125282-05-004411.txt : 20050819 0001125282-05-004411.hdr.sgml : 20050819 20050819130619 ACCESSION NUMBER: 0001125282-05-004411 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050816 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: 20050819 DATE AS OF CHANGE: 20050819 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GLOWPOINT INC CENTRAL INDEX KEY: 0000746210 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 770312442 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25940 FILM NUMBER: 051037917 BUSINESS ADDRESS: STREET 1: 225 LONG AVENUE CITY: HILLSIDE STATE: NJ ZIP: 07205 BUSINESS PHONE: 8054828277 MAIL ADDRESS: STREET 1: 225 LONG AVENUE CITY: HILLSIDE STATE: NJ ZIP: 07205 FORMER COMPANY: FORMER CONFORMED NAME: WIRE ONE TECHNOLOGIES INC DATE OF NAME CHANGE: 20000606 FORMER COMPANY: FORMER CONFORMED NAME: VIEW TECH INC DATE OF NAME CHANGE: 19950418 FORMER COMPANY: FORMER CONFORMED NAME: VIEWTECH INC DATE OF NAME CHANGE: 19950418 8-K 1 b408462_8k.txt CURRENT REPORT 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 16, 2005 Glowpoint, Inc. --------------- (Exact name of registrant as specified in its Charter) Delaware 0-25940 77-0312442 -------- ------- ---------- (State or other jurisdiction (Commission (I.R.S Employer of incorporation) File Number) Identification No.) 225 Long Avenue Hillside, NJ 07205 - ----------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (973) 282-2000 Not Applicable -------------- (Former name or former address, if changed since last report) ITEM 3.01. NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING. On August 16, 2005, Glowpoint, Inc. received a letter from the Nasdaq Listing Qualifications Department indicating that, because of the company's previously announced delay in timely filing its Quarterly Report on Form 10-Q for its quarter ended June 30, 2005, Glowpoint is not in compliance with the filing requirements for continued listing on Nasdaq as set forth in Nasdaq Marketplace Rule 4310(c)(14). As a result, Glowpoint's common shares are subject to delisting from the Nasdaq National Market, and the trading symbol for Glowpoint's common stock was changed from "GLOW" to "GLOWE" at the opening of business on August 18, 2005. On August 18, 2005, Glowpoint issued a press release addressing those matters, which is attached hereto as Exhibit 99.1 to this Form 8-K. Glowpoint intends to make a timely request for a hearing before a Nasdaq Listings Qualification Panel to address the filing delay. The Nasdaq letter informs Glowpoint that this request will result in a postponement of the delisting of Glowpoint's common shares pending the Panel's decision. Glowpoint hopes to remedy its filing delay before Nasdaq effects the delisting of Glowpoint's common shares, but Glowpoint cannot assure that the Panel will grant a request for continued listing. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (a) Not Applicable (b) Not Applicable (c) Exhibits Exhibit No. Description ----------- ----------- Exhibit 99.1 Press Release of Registrant dated August 18, 2005. 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. GLOWPOINT, INC. BY: /s/ Gerard E. Dorsey ------------------------------------- Gerard E. Dorsey Chief Financial Officer and Executive Vice President, Finance Date: August 19, 2005 3 EX-99.1 2 b408462_ex99-1.txt NOTIFICATION Exhibit 99.1 MEDIA CONTACT: INVESTOR CONTACT: Dawn Orlinsky Dave Gentry or Chris Bermudez Glowpoint, Inc. Aurelius Consulting Group (971) 391-2062 (407) 644-4256 dorlinsky@glowpoint.com dave@aurcg.com www.runonideas.com GLOWPOINT RECEIVES NASDAQ NOTIFICATION HILLSIDE, N.J., AUGUST 18, 2005 -- Glowpoint, Inc., (NASDAQ: GLOWE) the world's leading broadcast quality IP-based video communications service provider, today announced that because the Company has not yet filed its Quarterly Report on Form 10-Q for its quarter ended June 30, 2005, it received on August 16, 2005 a Nasdaq Staff Notification stating that the Company is not in compliance with Nasdaq's Marketplace Rule 4310(c)(14), and that its securities are, therefore, subject to delisting from the Nasdaq National Market. The delisting notification is standard procedure when a Nasdaq listed company fails to complete a required filing in a timely manner. As previously announced, Glowpoint's Audit Committee has begun an independent review of certain financial accounting matters affecting previously reported financial information, requiring the Company to restate certain financial statements. The restatement is expected to relate to transactions that principally occurred when the Company was primarily a reseller of video conferencing equipment. The restatement items that have been identified to date generally involve the capitalization of costs associated with purchases of video conferencing equipment, telecommunications circuits used in the Company's network and third party software that should have been expensed. In accordance with Nasdaq rules, Glowpoint intends to request a hearing before a Nasdaq Listing Qualifications Panel for continued listing on the Nasdaq Stock Market. Pending a decision by the Panel, the Company's securities will remain listed on Nasdaq. There can be no assurance the Panel will grant the Company's request for continued listing. Additionally, Nasdaq's notification stated that at the opening of business on August 18, 2005 it will add an "E" to the end of the Company's ticker symbol until the Company has fulfilled its SEC reporting obligation. As such, starting at the opening of business on August 18, 2005, Glowpoint will trade under the ticker symbol "GLOWE." We are working diligently to complete the restatement process and become current with our SEC filings; however, since our review is ongoing, we cannot at this time provide dates for announcing financial results for the quarter ended June 30, 2005, or for the filing of our Form 10-Q. ABOUT GLOWPOINT Glowpoint, Inc. (NASDAQ: GLOWE) is the world's leading broadcast quality, IP-based video communications service provider. GlowPoint offers video conferencing, bridging and IP broadcasting services to enterprises, SOHOs, broadcasters and consumers worldwide. The GlowPoint network spans three continents and has carried over 23 million IP video minutes, with an average of more than 20,000 video calls per month worldwide. GlowPoint is headquartered in Hillside, New Jersey. To learn more about GlowPoint, visit us at www.glowpoint.com. # # # The statements contained herein, other than historical information, are or may be deemed to be forward-looking statements and involve factors, risks and uncertainties that may cause actual results in future periods to differ materially from such statements. These factors, risks and uncertainties include market acceptance and availability of new video communication services; the nonexclusive and terminable-at-will nature of sales agent agreements; rapid technological change affecting demand for our services; competition from other video communications service providers; and the availability of sufficient financial resources to enable us to expand our operations, as well as other risks detailed from time to time in the our filings with the Securities and Exchange Commission. "GlowPoint" is a registered trademark or service mark of Glowpoint, Inc. in the United States and certain foreign countries. # # # -----END PRIVACY-ENHANCED MESSAGE-----