-----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, M4x2a6G1pRjfPJIJ7TnqSYHaA5Rij80P+6f0ovAXeploNQdXUxyJljgKz87VxNHS QRDVVwIsTFSuu1kFokr1ng== 0000950137-05-010828.txt : 20050829 0000950137-05-010828.hdr.sgml : 20050829 20050829172119 ACCESSION NUMBER: 0000950137-05-010828 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050823 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: 20050829 DATE AS OF CHANGE: 20050829 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARLINGTON HOSPITALITY INC CENTRAL INDEX KEY: 0000778423 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 363312434 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15291 FILM NUMBER: 051056358 BUSINESS ADDRESS: STREET 1: 2355 SOUTH ARLINGTON HEIGHTS ROAD STREET 2: SUITE 400 CITY: ARLINGTON HEIGHTS STATE: IL ZIP: 60005 BUSINESS PHONE: 8472285400 MAIL ADDRESS: STREET 1: 2355 SOUTH ARLINGTON HEIGHTS ROAD STREET 2: SUITE 400 CITY: ARLINGTON HEIGHTS STATE: IL ZIP: 60005 FORMER COMPANY: FORMER CONFORMED NAME: AMERIHOST PROPERTIES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: AMERICA POP INC DATE OF NAME CHANGE: 19871111 8-K 1 c98133e8vk.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: August 23, 2005 (Date of earliest event reported) --------------------------- ARLINGTON HOSPITALITY, INC. (Exact name of registrant as specified in its charter) --------------------------- Delaware 0-15291 36-3312434 (State or other jurisdiction of (Commission (IRS Employer incorporation) File No.) Identification No.) 2355 South Arlington Heights Road Suite 400 Arlington Heights, Illinois 60005 (Address of Principal Executive Offices) (847) 228-5400 (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 (see General Instruction A.2. below): [ ] 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 August 23, 2005, Arlington Hospitality, Inc. (the "Company") received a notice from the Listing Qualification Department of the Nasdaq Stock Market indicating that the Company fails to satisfy the requirements set forth in Marketplace Rule 4310(c)(14) as a result of the Company's failure to file its quarterly report on Form 10-Q for the quarter ended June 30, 2005. As a result of the Company's failure to satisfy the requirements of Marketplace Rule 4310(c)(14), a fifth character "E" was added to the Company's trading symbol at the opening of business on August 25, 2005, and the Company's securities will be delisted from The Nasdaq Stock Market at the opening of business on September 1, 2005, unless the Company appeals the decision of the Nasdaq Staff. The Company has until August 31, 2005 to appeal the decision; however, the Company does not expect to submit an appeal by this date. The Company is continuing to evaluate its strategic alternatives, including the filing of a voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code. The Company's shares may become eligible to trade on the OTC Bulletin Board if a market maker makes an application to register and quote the Company's securities in accordance with SEC Rule 15c2-11, such application is cleared, and provided further, that the Company does not become the subject of a bankruptcy proceeding. There can be no assurance that trading on the OTC Bulletin Board will occur. Attached hereto as Exhibit 99.1 is a press release of the Company announcing receipt of the August 23, 2005 letter and the delisting of the Company's securities. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. EXHIBIT DESCRIPTION - ------- ----------- 99.1 Press release of Arlington Hospitality, Inc. dated August 29, 2005. 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. DATE: August 29, 2005 Arlington Hospitality, Inc. (Registrant) By: /s/ Stephen K. Miller ----------------------------------- Stephen K. Miller Interim Chief Executive Officer By: /s/ James B. Dale ----------------------------------- James B. Dale Senior Vice President and Chief Financial Officer EXHIBIT INDEX EXHIBIT DESCRIPTION - ------- ----------- 99.1 Press release of Arlington Hospitality, Inc. dated August 29, 2005. EX-99.1 2 c98133exv99w1.txt PRESS RELEASE For Immediate Release CONTACT: MEDIA CONTACT: James B. Dale, Chief Financial Officer Jerry Daly or Carol McCune 847-228-5401 x 361 703-435-6293 jimdale@arlingtonhospitality.com jerry@dalygray.com ARLINGTON HOSPITALITY, INC. ANNOUNCES DELISTING FROM THE NASDAQ SMALLCAP MARKET ARLINGTON HEIGHTS, IL., August 29, 2005 - Arlington Hospitality, Inc. (NASDAQ: HOSTE) (the "Company") announced today that on August 23, 2005 it received notice from the Nasdaq Listing Qualification Department stating that the Company's securities will be delisted from The Nasdaq SmallCap Market effective with the open of business on Thursday, September 1, 2005 as a result of the Company's failure to file its quarterly report on Form 10-Q for the quarter ended June 30, 2005. As a result of the Company's failure to satisfy the requirements of Marketplace Rule 4310(c)(14), a fifth character "E" was added to the Company's trading symbol at the opening of business on August 25, 2005, and the Company's securities will be delisted from The Nasdaq Stock Market at the opening of business on September 1, 2005, unless the Company appeals the decision of the Nasdaq Staff. The Company has until August 31, 2005 to appeal the decision; however, the Company does not expect to submit an appeal by this date. The Company is continuing to evaluate its strategic alternatives, including the filing of a voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code. The Company's shares may become eligible to trade on the OTC Bulletin Board, if a market maker makes an application to register and quote the Company's securities in accordance with SEC Rule15c2-11, such application is cleared, and provided further, that the Company does not become the subject of a bankruptcy proceeding. There can be no assurance that trading on the OTC Bulletin Board will occur. Arlington Hospitality, Inc. is a hotel development and management company that builds, operates and sells mid-market hotels. Arlington is the nation's largest owner and franchisee of AmeriHost Inn hotels, a mid-market, limited-service hotel brand owned and presently franchised in 20 states and Canada by Cendant Corporation (NYSE: CD), with over 100 properties. Currently, Arlington Hospitality, Inc. owns or manages 35 AmeriHost Inn hotels in nine states, for a total of 2,400 rooms, with additional AmeriHost Inn & Suites hotels under development. This press release may contain forward-looking statements. Forward-looking statements are statements that are not historical, including statements regarding management's intentions, beliefs, expectations, representations, plans or predictions of the future and are typically identified by words such as "believe," "expect," "anticipate," "intend," "estimate," "may," "will," "should," and "could." There are numerous risks and uncertainties that could cause actual results to differ materially from those set forth in the forward-looking statements. For a discussion of these factors, see the company's report on Form 10-K for the year ended December 31, 2004 and report on Form 10-Q for the three months ended March 31, 2005, under the section headed "Management's Discussion and Analysis of Financial Condition and Results of Operations - Risk Factors." -----END PRIVACY-ENHANCED MESSAGE-----