-----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, Q9TetfEL1DuJP7v/zyFl4uVelnkkcbddb8udAwLUo41xBOjIXuY90X9XTKVMtCY/ iEofmzTNoFJt6fnAixAJCg== 0001157523-05-005280.txt : 20050606 0001157523-05-005280.hdr.sgml : 20050606 20050606120323 ACCESSION NUMBER: 0001157523-05-005280 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050525 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: 20050606 DATE AS OF CHANGE: 20050606 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DPAC TECHNOLOGIES CORP CENTRAL INDEX KEY: 0000784770 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 330033759 STATE OF INCORPORATION: CA FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-14843 FILM NUMBER: 05879778 BUSINESS ADDRESS: STREET 1: 7321 LINCOLN WAY CITY: GARDEN GROVE STATE: CA ZIP: 92641 BUSINESS PHONE: 7148980007 MAIL ADDRESS: STREET 1: 7321 LINCOLN WAY CITY: GARDEN GROVE STATE: CA ZIP: 92641 FORMER COMPANY: FORMER CONFORMED NAME: DENSE PAC MICROSYSTEMS INC DATE OF NAME CHANGE: 19920703 8-K 1 a4903416.txt DPAC TECHNOLOGIES 8-K 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): June 2, 2005 ________________ DPAC TECHNOLOGIES CORP. (Exact name of registrant as specified in its charter) ________________ California 0-14843 33-0033759 (State or other jurisdiction (Commission I.R.S. Employer of incorporation) File Number) Identification Number ________________ 7321 Lincoln Way, Garden Grove, California 92841 (Address of principal executive office) (Zip Code) 714/ 898-0007 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): |X| 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)) Section 3 - Securities and Trading Markets Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. (a) The Registrant's News Release dated June 3, 2005 is filed herewith as Exhibit 99.1 and incorporated herein by this reference. Such News Release was issued pursuant to Marketplace Rule 4815(b). The Registrant's News Release dated May 25, 2005 is filed herewith as Exhibit 99.2 and incorporated herein by this reference. On June 2, 2005, the Registrant received from the Nasdaq Stock Market a Nasdaq Staff Determination stating that our Common Stock is subject to delisting from the Nasdaq SmallCap Market. However, the Registrant has requested a hearing before a Nasdaq Listing Qualifications Panel to review the Staff Determination. It is possible that the Registrant could experience a delisting of its Common Stock at some time in the near future, in which event the Registrant will make public announcements and filings as required. The Common Stock has not been delisted at this time. The Nasdaq Staff Determination which we received on June 2, 2005 stated that the Registrant fails to meet the following continuing listing standards of the Nasdaq SmallCap Market: Rule 4310(c)(2)(B) requires that the issuer have a minimum of $2,500,000 in stockholders' equity; or $35,000,000 market value of listed securities; or $500,000 of net income from continuing operations for the most recently completed fiscal year or two of the three most recently completed fiscal years; and Rule 4450(a)(5) requires that the listed security have a minimum bid price for continued listing of $1.00. These deficiencies do exist. The Registrant's plans to resolve these deficiencies by completing an agreed-upon transaction with QuaTech, Inc., a triangular merger. Through the triangular merger, additional financing and a reverse stock split, the Registrant hopes to satisfy the Nasdaq SmallCap Market minimum shareholders' equity requirement and minimum bid price requirement for continued listing of our Common Stock, but cannot assure success. If Nasdaq requires the Registrant to meet the initial listing criteria, the Registrant may be able to do so as well, cannot assure it. The Nasdaq Staff Determination also reminds us that on May 17, 2005 the Nasdaq Staff had determined that this transaction would be a "Reverse Merger" pursuant to Marketplace Rule 4430(f). Therefore, the Registrant would be required to file an initial listing application and meet all initial listing criteria, which would increase the minimum standards to be met by the Registrant, including QuaTech, post-transaction. The Registrant has requested a hearing on that "reverse merger" determination as well as the delisting issues. Unless the Nasdaq Hearing Panel accepts the Registrant's position concerning delisting, the Common Stock will be delisted from the Nasdaq SmallCap Market. The Common Stock could be delisted at any time following a hearing scheduled for June 16, 2005. However, the Registrant hopes that the appeal will be successful on both issues--"continued listing" and "reverse merger". In the event of delisting, the Registrant intends that its Common Stock shall trade on the Over-the-Counter Bulletin Board. The delisting of the Common Stock could adversely affect the value of the Common Stock. 2 Section 9 - Financial Statements and Exhibits Item 9.01 Financial Statements and Exhibits (c) Exhibits -------- 99.1 Press Release of Registrant dated June 3, 2005. 99.2 Press Release of Registrant dated May 25, 2005. 3 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. DPAC Technologies Corp. (Registrant) Date June 3, 2005 /s/ Creighton K. Early ------------------------------------------- (Signature) Creighton K. Early, Chief Executive Officer ------------------------------------------- (Name and Title) 4 EX-99.1 2 a4903416ex991.txt EXHIBIT 99.1 - PRESS RELEASE FROM JUNE 3, 2005 Exhibit 99.1 DPAC Receives Nasdaq Determination Letter GARDEN GROVE, Calif.--(BUSINESS WIRE)--June 3, 2005--DPAC Technologies Corp. (NASDAQ:DPAC) received a Nasdaq Staff Determination on June 2, 2005 indicating that DPAC fails to comply with the minimum stockholders' equity requirement for continued listing set for in Marketplace Rule 4310(c)(2)(B) and the minimum bid price requirement of Marketplace Rule 4450(a)(5), and that the Common Stock is, therefore, subject to delisting from the Nasdaq SmallCap Market. DPAC has requested a hearing before a Nasdaq Listing Qualifications Panel to review the Staff Determination. There can be no assurance the Panel will grant DPAC's request for continued listing. DPAC gave written notice to Nasdaq on May 20, 2005 to request a hearing on that determination among other things. At DPAC's request, Nasdaq scheduled a hearing for June 16, 2005 to reconsider the determination. DPAC believes that, by completing the QuaTech transaction, it can satisfy the Nasdaq SmallCap Market minimum requirements for continued listing of the Common Stock. At this time, DPAC's shareholders' equity and bid price are insufficient for continued listing, and DPAC has requested a hearing for Nasdaq to consider permitting DPAC time to regain compliance with those requirements, through its acquisition of QuaTech, concurrent financing and reverse stock split. Concerning DPAC's agreement to acquire QuaTech, Inc., the Nasdaq Staff has previously determined to characterize the transaction as a "reverse merger" and therefore apply to DPAC the standards for initial listing on the SmallCap Market. Initial listing standards are higher than continued listing standards in many respects, most importantly in requiring a $4 per share stock price compared to $1 per share for continued listing. If the Nasdaq initial listing qualifications are applied, DPAC believes it may be impracticable to maintain its listing on the Nasdaq SmallCap Market and may forgo doing so in favor of completion of that transaction. DPAC will request approval for the contemplated transaction from its stockholders during its fiscal year 2005 annual meeting. At that time, DPAC also intends to seek shareholder approval for a reverse stock split. DPAC intends that the resultant stock price would be above the minimum bid price compliance level, whatever that may be. However, whether it is practicable to comply with the numeric listing qualifications will depend upon many factors, including whether the initial listing standards are indeed applicable. Therefore, DPAC's plans concerning a reverse stock split may change depending upon the results of the hearing to reconsider the Nasdaq Staff's determination. If DPAC is delisted for any reason, DPAC currently intends that its common stock would trade on the over-the-counter bulletin board. About DPAC Technologies Located in Garden Grove, California, DPAC Technologies provides embedded wireless networking and connectivity products for machine-to-machine communication applications. DPAC's wireless products are used by major OEMs in the transportation, instrumentation and industrial control, homeland security, medical diagnostics and logistics markets to provide remote data collection and control. The Company's web site address is www.dpactech.com. Information concerning DPAC is filed by DPAC with the SEC and is available on the SEC web site, www.sec.gov. About QuaTech QuaTech, a privately-held company, is an industry performance leader in device networking and connectivity solutions. Through design, manufacturing and support, QuaTech maintains the highest levels of reliability and performance. Satisfied customers include OEMs, VARs and System Integrators, as well as end-users in many industries, including banking, retail/POS, access control, building automation and security, and energy management. QuaTech is a leading supplier of data connectivity products to financial institutions, serving five of the top 10 U.S. banks. Founded in 1983 and headquartered in Hudson, Ohio, QuaTech sells and supports its solutions both directly and through a global network of resellers and distributors. www.quatech.com Forward-Looking Statements This press release includes forward-looking statements. You can identify these statements by their forward-looking words such as "may," "will," "expect," "anticipate," "believe," "guidance," "estimate," "intend," predict," and "continue" or similar words or any connection with any discussion of future events or circumstances or of management's current estimates or beliefs. Forward-looking statements are subject to risks and uncertainties, and therefore results may differ materially from those set forth in those statements. A transaction as contemplated would require approvals of the Boards of Directors and shareholders of both parties and numerous other conditions. Full details of such a transaction will be provided to DPAC shareholders and filed with the SEC by DPAC as and when appropriate. There is no assurance possible, and none is intended, that the transaction will be completed at all or on the terms described. The transaction is and shall continue to be subject to numerous conditions and contingencies until the transaction is completed. DPAC Technologies Corp. will provide further detailed information to its shareholder as and when required to solicit their consent. The transaction's costs and diversion of management attention could negatively impact results. Other factors that affect DPAC's business and its ability to conclude a merger transaction include, but are not limited to, that our Airborne(TM) products are new, that we sell to original equipment manufacturers for new product introductions by them, and that all of these are subject to risks and uncertainties regarding new product introductions such as uncertainty of market acceptance. The parties need additional financing to complete the transactions as envisioned. Such financing may not be available on favorable terms. Also, there can be no assurance that such transaction will be completed or, if completed, that it will be successful. The transaction would involve a change of control, in that it is likely that voting control of DPAC may be given to former shareholders of QuaTech, and if the principal former shareholders of QuaTech were to act in concert, they might be able to elect a majority of DPAC's Board of Directors. Other factors that affect DPAC's business include, but are not limited to, the degree of market acceptance of our existing and planned wireless connectivity products, future business opportunities with these products, protection of licensed technology or proprietary rights, risks of litigation, our need for additional financing in order to realize our opportunities, other challenges related to completing our proposed merger with QuaTech, Inc., further challenges in subsequently combining our operations with QuaTech, Inc.'s own, and general market and economic conditions. More information about the risks and challenges faced by DPAC Technologies Corp. is contained in the Securities and Exchange Commission filings made by the Company on Form 10-K, 10-Q and 8-K. DPAC Technologies Corp. specifically disclaims any obligation to update or revise any forward-looking statements whether as a result of new information, future developments or otherwise. Additional Information: DPAC and QUATECH strongly urge their respective shareholders to read the relevant documents related to this transaction as and when filed by DPAC with the SEC, because they shall contain important information all the shareholders should consider. All DPAC's SEC filings are made available free of charge at the SEC website (www.sec.gov). Such documents, when filed, also are made available free of charge by DPAC. DPAC has filed Forms 8-K with the Securities and Exchange Commission concerning the proposed transaction. This news release is neither a solicitation of any proxies nor an offer of any securities of any kind whatsoever. No securities mentioned herein have been registered or authorized or approved by any federal or state securities regulator or commission. CONTACT: DPAC Technologies Corp. Stephen Vukadinovich or Kim Early, 714-898-0007 Steve.Vukadinovich@dpactech.com Kim.Early@dpactech.com EX-99.2 3 a4903416ex992.txt EXHIBIT 99.2 - PRESS RELEASE FROM MAY 25, 2005 Exhibit 99.2 Nasdaq Staff Prepares to Apply Initial Listing Criteria to DPAC GARDEN GROVE, Calif. & HUDSON, Ohio--(BUSINESS WIRE)--May 25, 2005--DPAC Technologies Corp. (NASDAQ:DPAC) announced today that the Staff of the Nasdaq Stock Market, Inc.'s Listing Qualifications Department has sent us notice that it made a determination under Rule 4330(f) concerning DPAC's proposed transaction with QuaTech. DPAC has an agreement to acquire QuaTech, Inc., and the Nasdaq Staff's determination would characterize the transaction as a "reverse merger" and therefore apply to DPAC the standards for initial listing on the SmallCap Market. Initial listing standards are higher than continued listing standards in many respects. DPAC gave written notice to Nasdaq on May 20, 2005 to request a hearing on that determination among other things. At DPAC's request, the Nasdaq will schedule a hearing to reconsider the determination. DPAC believes it can satisfy the Nasdaq SmallCap Market minimum requirements for continued listing of the Common Stock. If the Nasdaq initial listing qualifications are applied, DPAC believes it may be impracticable to maintain its listing on the Nasdaq SmallCap Market and may forgo doing so in favor of completion of that transaction. DPAC believes that attaining the higher standards is potentially problematic as to the minimum bid price requirement because a reverse stock split in a ratio above 10-for-one could adversely affect the public trading volume. DPAC will request approval for the contemplated transaction with QuaTech from its stockholders during its fiscal year 2005 annual meeting. At that time, DPAC also intends to seek shareholder approval for a reverse stock split. DPAC intends that the resultant stock price would be above the minimum bid price compliance level, whatever that may be. However, whether it is practicable to comply with the numeric listing qualifications will depend upon many factors, including whether the initial listing standards are indeed applicable. Therefore, DPAC's plans concerning a reverse stock split may change depending upon the results of the hearing to reconsider the Nasdaq Staff's determination. DPAC also is deficient in minimum shareholders' equity for continued listing, and has requested a hearing with Nasdaq to consider permitting DPAC time to regain compliance with that requirement through its acquisition of QuaTech and concurrent financing. If DPAC is delisted for any reason, DPAC currently intends that its common stock would trade on the over-the-counter bulletin board. About DPAC Technologies Located in Garden Grove, California, DPAC Technologies provides embedded wireless networking and connectivity products for machine-to-machine communication applications. DPAC's wireless products are used by major OEMs in the transportation, instrumentation and industrial control, homeland security, medical diagnostics and logistics markets to provide remote data collection and control. The Company's web site address is www.dpactech.com. Information concerning DPAC is filed by DPAC with the SEC and is available on the SEC website, www.sec.gov. About QuaTech QuaTech, a privately-held company, is an industry performance leader in device networking and connectivity solutions. Through design, manufacturing and support, QuaTech maintains the highest levels of reliability and performance. Satisfied customers include OEMs, VARs and System Integrators, as well as end-users in many industries, including banking, retail/POS, access control, building automation and security, and energy management. QuaTech is a leading supplier of data connectivity products to financial institutions, serving five of the top 10 U.S. banks. Founded in 1983 and headquartered in Hudson, Ohio, QuaTech sells and supports its solutions both direct and through a global network of resellers and distributors. www.quatech.com Based on its 2004 unaudited financial information, in its last full fiscal year, QuaTech revenues were approximately $10,000,000, and QuaTech had a net after tax profit. Forward-Looking Statements This press release includes forward-looking statements. You can identify these statements by their forward-looking words such as "may," "will," "expect," "anticipate," "believe," "guidance," "estimate," "intend," predict," and "continue" or similar words or any connection with any discussion of future events or circumstances or of management's current estimates or beliefs. Forward-looking statements are subject to risks and uncertainties, and therefore results may differ materially from those set forth in those statements. A transaction as contemplated would require approvals of the Boards of Directors and shareholders of both parties and numerous other conditions. Full details of such a transaction will be provided to DPAC shareholders and filed with the SEC by DPAC as and when appropriate. There is no assurance possible, and none is intended, that the transaction will be completed at all or on the terms described. The transaction is and shall continue to be subject to numerous conditions and contingencies until the transaction is completed. DPAC Technologies Corp. will provide further detailed information to its shareholder as and when required to solicit their consent. The transaction's costs and diversion of management attention could negatively impact results. Other factors that affect DPAC's business and its ability to conclude a merger transaction include, but are not limited to, that our Airborne(TM) products are new, that we sell to original equipment manufacturers for new product introductions by them, and that all of these are subject to risks and uncertainties regarding new product introductions such as uncertainty of market acceptance. The parties need additional financing to complete the transactions as envisioned. Such financing may not be available on favorable terms. Also, there can be no assurance that such transaction will be completed, or if completed that it will be successful. The transaction would involve in a change of control, in that it is likely that voting control of DPAC may be given to former shareholders of QuaTech, and if the principal former shareholders of QuaTech were to act in concert, they might be able to elect a majority of DPAC's Board of Directors. Other factors that affect DPAC's business include, but are not limited to, the degree of market acceptance of our existing and planned wireless connectivity products, future business opportunities with these products, protection of licensed technology or proprietary rights, risks of litigation, our need for additional financing in order to realize our opportunities, other challenges related to completing our proposed merger with QuaTech, Inc., further challenges in subsequently combining our operations with QuaTech, Inc.'s own, and general market and economic conditions. More information about the risks and challenges faced by DPAC Technologies Corp. is contained in the Securities and Exchange Commission filings made by the Company on Form 10-K, 10-Q and 8-K. DPAC Technologies Corp. specifically disclaims any obligation to update or revise any forward-looking statements whether as a result of new information, future developments or otherwise. Additional Information: DPAC and QuaTech strongly urge their respective shareholders to read the relevant documents related to this transaction as and when filed by DPAC with the SEC, because they shall contain important information all the shareholders should consider. All DPAC's SEC filings are made available free of charge at the SEC website (www.sec.gov). Such documents, when filed, also are made available free of charge by DPAC. DPAC has filed a Form 8-K with the Securities and Exchange Commission concerning the proposed transaction. This news release is neither a solicitation of any proxies nor an offer of any securities of any kind whatsoever. No securities mentioned herein have been registered or authorized or approved by any federal or state securities regulator or commission. CONTACT: DPAC Technologies Stephen Vukadinovich, 714-898-0007 Steve.Vukadinovich@dpactech.com or Kim Early, 714-898-0007 Kim.Early@dpactech.com -----END PRIVACY-ENHANCED MESSAGE-----