-----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, WLT4adtXDesqmiZT2d5vG+b63yKLpUyZAE3/hKZ7qAnp768woWxAqP7Fxtq6gKrp hKaB6v6gqJ3czSPZXfZz6A== 0000763730-09-000012.txt : 20090917 0000763730-09-000012.hdr.sgml : 20090917 20090917134847 ACCESSION NUMBER: 0000763730-09-000012 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090915 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing FILED AS OF DATE: 20090917 DATE AS OF CHANGE: 20090917 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GALLERY OF HISTORY INC CENTRAL INDEX KEY: 0000763730 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] IRS NUMBER: 880176525 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-13757 FILM NUMBER: 091074145 BUSINESS ADDRESS: STREET 1: 3601 WEST SAHARA AVE STREET 2: PROMENADE SUITE CITY: LAS VEGAS STATE: NV ZIP: 89102-5822 BUSINESS PHONE: 7023641000 MAIL ADDRESS: STREET 1: 3601 WEST SAHARA AVENUE STREET 2: PROMENADE SUITE 207 CITY: LAS VEGAS STATE: NV ZIP: 89102 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN MUSEUM OF HISTORICAL DOCUMENTS CHARTERED/NV/ DATE OF NAME CHANGE: 19900816 8-K 1 form8_nasd.txt FORM 8K DATED SEPTEMBER 15, 2009 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington,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) September 15, 2009 GALLERY OF HISTORY, INC. _____________________________________________________________________ (Exact name of registrant as specified in its charter) Nevada 0-13757 88-0176525 ___________________ ____________________ ____________________ (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) 3601 West Sahara Avenue Las Vegas, Nevada 89102-5822 ____________________________________________________________________ (Address of Principal Executive Office) (Zip Code) (702) 364-1000 _____________________________________________________________________ (Registrant's telephone number, including area code) Not Applicable _____________________________________________________________________ (Former Name or Former Address, If Changed Since Last Report.) 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 September 15, 2009, Gallery of History, Inc. (the "Company") received two separate Nasdaq Staff Deficiency Letters, indicating that the Company fails to comply with both the Market Value of Publicly Held Shares ("MVPHS") and the Minimum Bid Price requirements for continued listing, as set forth in Listing Rules 5550(a)(5) (the "MVPHS Rule") and 5550(a)(2) (the "Bid Price Rule"), respectively. The Nasdaq Staff Deficiency Letter with respect to the MVPHS Rule indicated that the Company is not in compliance with Listing Rule 5550(a)(5) because for the last 30 consecutive trading days, the Company's common stock has not maintained a minimum market value of publicly held shares of $1,000,000, as required for continued listing. In accordance with Listing Rule 5810(c)(3)(D), the Company will be provided with 90 calendar days, or until December 14, 2009, to regain compliance with the MVPHS Rule. If, at anytime before December 14, 2009, the MVPHS of the Company's common stock is $1,000,000 or more for a minimum of 10 consecutive trading days (or for such longer period as determined by Nasdaq), Nasdaq will provide notification to the Company that it complies with the MVPHS Rule. If the Company does not regain compliance with the MVPHS Rule by December 14, 2009, Nasdaq will provide the Company with written notification that its common stock will be delisted. At that time, the Company may appeal Nasdaq's determination to delist its common stock to the Nasdaq Hearing's Panel. In addition, the Nasdaq Staff Deficiency Letter with respect to the Bid Price Rule indicated that the Company is not in compliance with Listing Rule 5550(a)(2) because the closing bid price per share of its common stock has been below $1.00 per share for the last 30 consecutive business days. In accordance with Listing Rule 5810(c)(3)(A), the Company will be provided with 180 calendar days, or until March 15, 2010, to regain compliance with the Bid Price Rule. To regain compliance with the Bid Price Rule, the closing bid price of the Company's common stock must remain at $1.00 per share or more for a minimum of ten consecutive business days. If the Company does not regain compliance with the Bid Price Rule by March 15, 2010, Nasdaq will determine whether the Company meets The Nasdaq Capital Market initial listing criteria except for the bid price requirement. If it meets the initial listing criteria, Nasdaq 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, Nasdaq will provide the Company with written notification that its common stock will be delisted. At that time, the Company may appeal Nasdaq's determination to delist its common stock to the Nasdaq Hearing's Panel. No assurance can currently be given that the Company will be able to satisfy either or both of the deficiencies, and that its common stock will not be delisted. The deficiency notifications will have no immediate effect on the listing of the Company's common stock at this time, pending expiration of the relevant grace periods. A copy of the Company's press release dated September 16, 2009, reporting receipt of the two separate Nasdaq Staff Deficiency Letters on September 15, 2009, is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. (d) Exhibits 99.1 Press release issued by the Company on September 16, 2009 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. GALLERY OF HISTORY, INC. Date: September 17, 2009 By: /s/ TODD AXELROD ___________________ Todd Axelrod, Chief Executive Officer EX-99 2 form8press_ex991.txt EXHIBIT 99.1 - PRESS RELEASE EXHIBIT 99.1 Gallery of History, Inc. Announces Receipt of Deficiency Letters from Nasdaq Las Vegas, Nevada -- (September 17, 2009) - Gallery of History, Inc. (Nasdaq: HIST) announced today that the Company received two separate Nasdaq Staff Deficiency Letters on September 15, 2009, indicating that the Company fails to comply with both the Market Value of Publicly Held Shares ("MVPHS") and the Minimum Bid Price requirements for continued listing, as set forth in Listing Rules 5550(a)(5) (the "MVPHS Rule") and 5550(a)(2) (the "Bid Price Rule"), respectively. The Nasdaq Staff Deficiency Letter with respect to the MVPHS Rule indicated that the Company is not in compliance with Listing Rule 5550(a)(5) because for the last 30 consecutive trading days, the Company's common stock has not maintained a minimum market value of publicly held shares of $1,000,000, as required for continued listing. In accordance with Listing Rule 5810(c)(3)(D), the Company will be provided with 90 calendar days, or until December 14, 2009, to regain compliance with the MVPHS Rule. If, at anytime before December 14, 2009, the MVPHS of the Company's common stock is $1,000,000 or more for a minimum of 10 consecutive trading days (or for such longer period as determined by Nasdaq), Nasdaq will provide notification to the Company that it complies with the MVPHS Rule. If the Company does not regain compliance with the MVPHS Rule by December 14, 2009, Nasdaq will provide the Company with written notification that its common stock will be delisted. At that time, the Company may appeal Nasdaq's determination to delist its common stock to the Nasdaq Hearing's Panel. In addition, the Nasdaq Staff Deficiency Letter with respect to the Bid Price Rule indicated that the Company is not in compliance with Listing Rule 5550(a)(2) because the closing bid price per share of its common stock has been below $1.00 per share for the last 30 consecutive business days. In accordance with Listing Rule 5810(c)(3)(A), the Company will be provided with 180 calendar days, or until March 15, 2010, to regain compliance with the Bid Price Rule. To regain compliance with the Bid Price Rule, the closing bid price of the Company's common stock must remain at $1.00 per share or more for a minimum of ten consecutive business days. If the Company does not regain compliance with the Bid Price Rule by March 15, 2010, Nasdaq will determine whether the Company meets The Nasdaq Capital Market initial listing criteria except for the bid price requirement. If it meets the initial listing criteria, Nasdaq 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, Nasdaq will provide the Company with written notification that its common stock will be delisted. At that time, the Company may appeal Nasdaq's determination to delist its common stock to the Nasdaq Hearing's Panel. No assurance can currently be given that the Company will be able to satisfy either or both of the deficiencies, and that its common stock will not be delisted. The deficiency notifications will have no immediate effect on the listing of the Company's common stock at this time, pending expiration of the relevant grace periods. Forward Looking Statements This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, relating to the Company's future operations and prospects. Such statements are based on management's beliefs as well as assumptions made by and information currently available to management. When used in this document, words like "may," "might," "will," "expect," "anticipate," "believe," and similar expressions are intended to identify forward looking statements. Those forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results, performance or achievements of those of the Company's industry to be materially different from any future results, performance or achievements expressed or implied by those forward-looking statements. Among the factors that could cause actual results, performance or achievement to differ materially from those described or implied in the forward-looking statements are the Company's ability to obtain additional capital, on reasonable terms, if at all, at such times and in such amounts as may be needed by the Company; the Company's ability to maintain its listing of its common stock on Nasdaq; competition by entities which may have greater resources than the Company; the Company's ability to market and sell its inventory of historical documents; the Company's ability to correctly value its inventory of documents; and other factors included in the Company's filings with the Securities and Exchange Commission (the "SEC"). Copies of the Company's SEC filings are available from the SEC or may be obtained upon request from the Company. The Company does not undertake any obligation to update the information contained herein, which speaks only as of this date. Company contact: Todd M. Axelrod, President Phone: (702) 364-1000 Web site: http//www.galleryofhistory.com Email: taxelrod@galleryofhistory.com -----END PRIVACY-ENHANCED MESSAGE-----