-----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, Dv4gcVk8Q+rFO4dJc2TG9PmAl4Mv9dwxqNniaHqSxDh5/abfwoO3MSRfTVl4wF3f MxLaB3Ywaprcu/vM/tQRvw== 0001072613-07-003093.txt : 20071221 0001072613-07-003093.hdr.sgml : 20071221 20071221162153 ACCESSION NUMBER: 0001072613-07-003093 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071217 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: 20071221 DATE AS OF CHANGE: 20071221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEMOTUS SOLUTIONS INC CENTRAL INDEX KEY: 0000832370 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 954599440 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15569 FILM NUMBER: 071323484 BUSINESS ADDRESS: STREET 1: 718 UNIVERSITY AVE STREET 2: SUITE 202 CITY: LOS GATOS STATE: CA ZIP: 95032 BUSINESS PHONE: 4083996120 MAIL ADDRESS: STREET 1: 718 UNIVERSITY AVE STREET 2: SUITE 202 CITY: LOS GATOS STATE: CA ZIP: 95032 FORMER COMPANY: FORMER CONFORMED NAME: DATALINK NET INC DATE OF NAME CHANGE: 19990707 FORMER COMPANY: FORMER CONFORMED NAME: DATALINK SYSTEMS CORP /CA/ DATE OF NAME CHANGE: 19960723 FORMER COMPANY: FORMER CONFORMED NAME: LORD ABBOTT INC DATE OF NAME CHANGE: 19920703 8-K 1 form8-k_15648.txt SEMOTUS SOLUTIONS, INC. FORM 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): December 17, 2007 SEMOTUS SOLUTIONS, INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) NEVADA 0-21069 36-3574355 (State or other jurisdiction of (Commission (I.R.S.Employer incorporation or organization) File Number) Identification No.) 718 University Ave., Suite 202 Los Gatos, CA 95032 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (408) 399-6120 - -------------------------------------------------------------------------------- (Registrant's 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 (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 CRF 240.14d-2(b)) [ ] Pre-commencement communication 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. In a letter dated December 17, 2007, Semotus Solutions, Inc. ("we") received a written notice from the staff of the American Stock Exchange stating that we are not in compliance with Sections 1003(a)(ii) and 1003(a)(iii) of the Amex Company Guide because Amex staff has calculated that, despite our reporting shareholders' equity in excess of $6 million as of September 30, 2007, our current shareholders' equity is below the Exchange's quantitative listing standards and it has concerns that Semotus will be unable to regain and/or maintain compliance going forward. The Amex determination was partly based on the fact that as of September 30, 2007 our ownership of Innofone common stock was valued at $3.63 million on our balance sheet. However, since September 30, 2007, Innofone's common stock has declined and Amex has currently valued our ownership of Innofone at $932,500. Therefore, our total current shareholders' equity would be approximately $3.97 million, below the $6 million requirement. The Staff has therefore initiated delisting proceedings; unless we request a hearing on or before December 24, 2007, the securities of Semotus will be delisted from the American Stock Exchange. We have requested an appeal and hearing of the determination. Once filed, the appeal automatically stays the delisting of our common stock pending a hearing date, which is expected to be within 45 days, and Amex's decision. ITEM 9. FINANCIAL STATEMENTS AND EXHIBITS. (a) Not applicable. (b) Not applicable. (c) Exhibits. The following exhibits are filed with this report: Exhibit Number Description Location - ------ --------------- --------------- 99.1 Press Release dated December 17, 2007. Filed electronically herewith. SIGNATURES Pursuant to the requirements of the Securities Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized. SEMOTUS SOLUTIONS, INC. Date: December 21, 2007 By: /s/ Anthony N. LaPine ---------------------------- Anthony N. LaPine, Chief Executive Officer EX-99.1 2 exhibit99-1_15648.txt PRESS RELEASE EXHIBIT 99.1 ------------ SEMOTUS CONTINUES APPEAL PROCESS TO REMAIN LISTED ON THE AMEX THE COMPANY IS CURRENTLY EVALUATING A NUMBER OF MERGER PROPOSALS LOS GATOS, California, December 21, 2007 - Semotus Solutions (AMEX: DLK), a leading provider of wireless enterprise applications, today announced that the American Stock Exchange has notified the Company of its intention to commence de-listing proceedings under Section 1009 of the Amex Company Guide, because, despite Semotus reporting shareholders' equity in excess of $6 million as of September 30, 2007, Amex staff has calculated that current shareholders' equity is below the Exchange's quantitative listing standards and it has concerns that Semotus will be unable to regain and/or maintain compliance going forward. Therefore, Semotus did not regain compliance with the Exchange's continued listing standards by the end of the Plan Period. The Company has filed an appeal requesting a hearing before an AMEX panel. Once filed, the appeal automatically stays the delisting of Semotus' common stock pending a hearing date and AMEX's decision. The hearing is expected to be held within 45 days, but the exact time and place of such a hearing will be determined by the Exchange. During this period, the Company's stock will continue to be listed on the AMEX pending the outcome of the appeal. There can be no assurance as to the outcome of such appeal. Semotus is presently in substantive discussions with a number of merger candidates and is hopeful of consummating a merger agreement in advance of the AMEX hearing. Semotus intends to present the merger transaction to the AMEX at the hearing for approval. If the AMEX accepts the merger transaction, Semotus would continue to be listed on the AMEX. Once the merger is approved by the Semotus shareholders, it is intended that the newly merged Company would continue trading on the AMEX. Should Semotus fail in its AMEX appeal, the Company would move to have its stock trade on the National Association of Securities Dealers' Electronic Bulletin Board ("OTC BB"). The Company was previously listed on the OTC BB from 1996 to 1999, prior to being listed on the AMEX. ABOUT SEMOTUS SOLUTIONS Founded in 1993, Semotus Solutions (AMEX:DLK - News) is the premier provider of software for the mobile enterprise, connecting employees to critical business systems, information, and processes. Semotus has a Fortune 1000-installed customer base and more than 600 corporate clients, including Lockheed Martin, Blue Cross Blue Shield, Coca-Cola, Hewlett Packard, Nextel Communications, JP Morgan Chase, and The United Nations. Semotus Solutions' software provides mobility, convenience, efficiency, and profitability in the areas of workforce automation, finance, health care, and m-commerce. For more information on the Company, please visit the following web sites: www.semotus.com; www.hiplinkwireless.com; www.clickmarks.com. ### THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS, WHICH ARE MADE PURSUANT TO THE SAFE-HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. WORDS SUCH AS "INTENDS", "BELIEVES", AND SIMILAR EXPRESSIONS REFLECTING SOMETHING OTHER THAN HISTORICAL FACT ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, BUT ARE NOT THE EXCLUSIVE MEANS OF IDENTIFYING SUCH STATEMENTS. THESE FORWARD-LOOKING STATEMENTS INVOLVE A NUMBER OF RISKS AND UNCERTAINTIES, INCLUDING THE TIMELY DEVELOPMENT AND MARKET ACCEPTANCE OF PRODUCTS AND TECHNOLOGIES, THE ABILITY TO CLOSE A MERGER AND/OR SECURE ADDITIONAL SOURCES OF FINANCE, THE ABILITY TO REDUCE OPERATING EXPENSES, AND OTHER FACTORS DESCRIBED IN THE COMPANY'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. THE ACTUAL RESULTS THAT THE COMPANY ACHIEVES MAY DIFFER MATERIALLY FROM ANY FORWARD-LOOKING STATEMENT DUE TO SUCH RISKS AND UNCERTAINTIES. THE COMPANY UNDERTAKES NO OBLIGATION TO REVISE OR UPDATE ANY FORWARD-LOOKING STATEMENTS IN ORDER TO REFLECT EVENTS OR CIRCUMSTANCES THAT MAY ARISE AFTER THE DATE OF THIS RELEASE. .. -----END PRIVACY-ENHANCED MESSAGE-----