0001144204-08-027361.txt : 20080509 0001144204-08-027361.hdr.sgml : 20080509 20080509163822 ACCESSION NUMBER: 0001144204-08-027361 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080509 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: 20080509 DATE AS OF CHANGE: 20080509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACTION PRODUCTS INTERNATIONAL INC CENTRAL INDEX KEY: 0000747435 STANDARD INDUSTRIAL CLASSIFICATION: GAMES, TOYS & CHILDREN'S VEHICLES (NO DOLLS & BICYCLES) [3944] IRS NUMBER: 592095427 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-13118 FILM NUMBER: 08818970 BUSINESS ADDRESS: STREET 1: 1101 NORTH KELLER RD STREET 2: SUITE E CITY: ORLANDO STATE: FL ZIP: 32810 BUSINESS PHONE: 4074818007 MAIL ADDRESS: STREET 1: 1101 NORTH KELLER RD STREET 2: SUITE E CITY: ORLANDO STATE: FL ZIP: 32810 FORMER COMPANY: FORMER CONFORMED NAME: ACTION PACKETS INC DATE OF NAME CHANGE: 19880818 8-K 1 v113446_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): May 09, 2008

Action Products International, Inc.

(Exact name of registrant as specified in its charter)

Florida		000-13118		59-2095427
(State of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

1101 N. Keller Road, Suite E

Orlando, Florida 32810

(Address of principal executive office, including zip code)

(407) 481-8007

(Telephone number, including area code)

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:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	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 May 5, 2008, Action Products International, Inc. (the "Company") received notice from the Nasdaq Listing Qualifications Department (the "Staff") stating that for 30 consecutive business days the bid price for the Company’s common stock has closed below the minimum $1.00 per share requirement for continued inclusion under Marketplace Rule 4310(c)(4) (the "Rule").

The letter, dated May 5, 2008, indicates that in accordance with Marketplace Rule 4310(c)(8)(D), the Company is granted 180 calendar days, or until November 3, 2008, to regain compliance with the Rule. The letter further indicates that the Company may regain compliance at any time before November 3, 2008, if the bid price of the Company’s common stock closes at $1.00 per share or above for a minimum of 10 consecutive trading days. If the Company is successful in meeting this requirement, the Staff will provide written notification that it has achieved compliance with the Rule.

If compliance with the Rule cannot be demonstrated by November 3, 2008, the Staff will determine whether the Company meets The Nasdaq Capital Market initial listing criteria as set forth in Marketplace Rule 4310(c), except for the bid price requirement. If it meets the initial listing criteria, the Staff will notify the Company that it has been granted an additional 180 calendar day compliance period. If the Company is not eligible for an additional compliance period, the Staff will provide written notification that the Company’s common stock will be delisted. At that time, the Company may appeal the Staff’s determination to delist its common stock.

The Company intends to actively evaluate and monitor the bid price for its common stock between now and November 3, 2008, and consider implementation of various options available to the Company if its common stock does not trade at a level that is likely to regain compliance.

A copy of the press release dated May 09, 2008 announcing receipt of the Nasdaq staff letter is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits:

Exhibit No.		Description
99.1		Press Release dated May 09, 2008 announcing receipt of Nasdaq staff letter.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.


	ACTION PRODUCTS INTERNATIONAL, INC.

	By:	/s/ RONALD S. KAPLAN
		Ronald S. Kaplan Chief Executive Officer
		Date: May 09, 2008

EX-99.1 2 v113446_ex99-1.htm

Exhibit 99.1

ACTION PRODUCTS RECEIVES NASDAQ DEFICIENCY NOTICE RELATED TO MINIMUM BID PRICE RULE

ORLANDO, Fla. - (MARKET WIRE) - May 09, 2008 - Action Products International Inc. (NASDAQ-CM: APII), the global manufacturer and distributor of brand-focused educational toys and products, announced that on May 5, 2008, it received notice from the NASDAQ Stock Market ("NASDAQ") that for the previous 30 consecutive trading days, the Company's common stock closed below the minimum $1.00 bid price per share required by Marketplace Rule 4310(c)(4).

In accordance with Marketplace Rule 4310(c)(8)(D), the Company will be provided 180 calendar days, or until November 3, 2008, to regain compliance with the Rule. The letter further indicates that the Company may regain compliance if at any time before November 3, 2008, the bid price of the Company's common stock closes at $1.00 per share or above for a minimum of 10 consecutive trading days. If the Company is successful in meeting this requirement, the Staff will provide written notification that it has achieved compliance with the Rule. If compliance with the Rule cannot be demonstrated by November 3, 2008, the Staff will determine whether the Company meets The Nasdaq Capital Market initial listing criteria as set forth in Marketplace Rule 4310(c), except for the bid price requirement. If it meets the initial listing criteria, the Staff will notify the Company that it has been granted an additional 180 calendar day compliance period. If the Company is not eligible for an additional compliance period, the Staff will provide written notification that the Company's common stock will be delisted. At that time, the Company may appeal the Staff's determination to delist its common stock.

The Company intends to actively monitor the bid price for its common stock between now and November 3, 2008, and evaluate various options available to the Company if its common stock does not trade at a level that is likely to regain Nasdaq compliance.

Safe Harbor Forward-Looking Statements: Statements contained in this letter that are not strictly historical are “forward-looking statements.” Such forward-looking statements are sometimes identified by words such as “intends,” “anticipates,” “believes,” “expects,” and “hopes.” The forward-looking statements are made based on information available as of the date hereof, and we assume no obligation to update such forward-looking statements. Such forward-looking statements involve risks and uncertainties that could cause Action Products’ actual results to differ materially from those in these forward-looking statements. Such risks and uncertainties include but are not limited to demand for our products and services, our ability to continue to develop markets, general economic conditions, our ability to secure additional financing for Action Products and other factors that may be more fully described in reports to shareholders and periodic filings with the Securities and Exchange Commission.

Contact:

Action Products International

Ronald Kaplan: rkaplan@apii.com

Robert Burrows: rburrows@apii.com

407-660-7200