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): May 16, 2006

InFocus Corporation

(Exact name of registrant as specified in its charter)

Oregon	000-18908	93-0932102
(State or other jurisdiction of incorporation)	(Commission file number)	(IRS employer identification number)

27700B SW Parkway Avenue, Wilsonville, Oregon 97070

(Address of principal executive offices, including zip code)

(503) 685-8888

(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:

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

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

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

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

InFocus Corporation

FORM 8-K

INDEX TO CURRENT REPORT ON FORM 8-K

Item	Description
1.01	Entry into a Material Definitive Agreement
3.01	Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
9.01	Financial Statements and Exhibits
	Signatures

1

Item 1.01Entry into a Material Definitive Agreement

On May 17, 2006 the Board of Directors of InFocus Corporation (the “Company”) revised the compensation package for the Company’s non-employee directors by increasing the annual stock option grant from 15,000 shares of the Company’s common stock to 25,000 shares. The compensation package otherwise remained unchanged. The revised package became effective immediately upon adoption.

Item 3.01.Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On May 16, 2006, InFocus Corporation (the “Company”) received a Staff Determination notice from the Nasdaq Stock Market stating the Company is not in compliance with Nasdaq’s Marketplace Rule 4310(c)(14) because the Company has not yet filed its quarterly report on Form 10-Q for the first quarter of 2006. The notice stated that the failure to file the Form 10-Q could serve as a separate basis for the delisting on the Company’s common stock from The Nasdaq National Market.

As previously reported, the Company delayed filing its 2005 annual report on Form 10-K and its quarterly report on Form 10-Q for the first quarter of 2006 to allow for the completion of certain internal investigations and related audit procedures. In mid-April 2006, the Company participated in an oral hearing with a Nasdaq Listing Qualifications Panel in which the Company presented its plan for achieving compliance with the filing requirements for both the 2005 Form 10-K and the Form 10-Q for the first quarter of 2006. On April 26, 2006, the Company received notice that the panel determined to continue the listing of the Company’s shares on the Nasdaq National Market, subject to certain conditions, including the filing of the 2005 Form 10-K on or before July 7, 2006 and the filing of the Form 10-Q for the first quarter of 2006 on or before July 17, 2006.

The May 16 notice from Nasdaq does not alter or impact the previously granted extension. While the Company believes it can meet the deadlines set forth in the Nasdaq Panel’s decision, there can be no assurance that the Company will be able to do so or that the Panel will continue the Company’s listing on The Nasdaq National Market in the event the Company fails to meet the deadlines set forth in the Panel’s decision.

On May 19, 2006, the Company issued a press release announcing the receipt of the Staff Determination notice. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01Financial Statements and Exhibits

(d)Exhibits. The following exhibit is attached hereto and this list is intended to constitute the exhibit index.

99.1         Press release dated May 19, 2006, announcing notification from the Nasdaq Stock Market.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned thereunto duly authorized.

		INFOCUS CORPORATION
Dated: May 19, 2006	By	/s/ C. Kyle Ranson
		C. Kyle Ranson
		President and Chief Executive Officer
	By	/s/ Roger Rowe
		Roger Rowe
		Vice President Finance, Chief Financial Officer and Secretary

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EX-99.1

EXHIBIT 99.1

27700B SW Parkway Ave

Wilsonville, Oregon

97070-9215

800.294.6400

T 503.685.8888

F 503.685.8887

www.infocus.com

For Immediate Release

Public Relations Contacts:	Investor Relations Contact:
Jennifer Fields	Roger Rowe
InFocus Corporation	InFocus Corporation
503.685.8923	503.685.8609
jennifer.fields@infocus.com	roger.rowe@infocus.com
Stacy Doyle
Edelman
503.471.6806
stacy.doyle@edelman.com

InFocus Corporation Receives Additional Nasdaq Notification

WILSONVILLE, OR (May 19, 2006)—InFocus® (Nasdaq: INFS) today announced that, as anticipated, the Company received a letter from the Nasdaq Listing Qualifications Staff on May 16, 2006 indicating that the Company’s failure to timely file the Form 10-Q for the quarter ended March 31, 2006 could serve as a separate basis for the delisting on the Company’s stock from The Nasdaq National Market. By letter dated April 26, 2006, the Nasdaq Listing Qualifications Panel granted the Company, subject to certain conditions, an extension to file the Form 10-Q for the quarter ended March 31, 2006, through July 17, 2006. The May 16^th notice from Nasdaq does not alter or impact the previously granted extension.

While the Company believes it can meet the deadlines set forth in the Nasdaq Panel’s decision, there can be no assurance that the Company will be able to do so or that the Panel will continue the Company’s listing on The Nasdaq National Market in the event the Company fails to meet the deadlines set forth in the Panel’s decision.

Forward-Looking Statements

This press release includes forward-looking statements, including statements related to the Company’s ability to meet conditions established by the Nasdaq Listing Qualifications Staff in order to maintain its listing on the Nasdaq National Market. Investors are cautioned that all forward-looking statements involve risks and uncertainties and several factors could cause actual results to differ materially from those in the forward-looking statements. Factors that could cause actual results to be materially different include, but are not limited to the Company not being able to comply with the Nasdaq listing extension requirements and may, at the end of the extension may be delisted if the Company is unable to file its Form

10-K or Form 10-Q by the extension deadlines established. Investors are directed to the Company’s filings with the Securities and Exchange Commission, including the Company’s third quarter 2005 Form 10-Q and Annual Report for 2004 on Form 10-K, which are available from the Company without charge, for a more complete description of the risks and uncertainties relating to forward-looking statements made by the Company as well as to other aspects of the Company’s business. The forward-looking statements contained in this press release speak only as of the date on which they are made and the Company does not undertake any obligation to update any forward looking statements to reflect events or circumstances after the date of this press release.

About InFocus Corporation

InFocus® Corporation (Nasdaq: INFS) is the industry pioneer and worldwide leader in the projection market today. Nearly twenty years of experience and engineering breakthroughs are at work here, constantly improving what you see in the marketplace, and delivering immersive audio visual impact in home entertainment, business and education environments. Being the inventor and leader is simply a great bonus of making the presentation of ideas, information, and entertainment a vivid, unforgettable experience.

With over 1.5 million projectors sold, in a category that is expected to grow to $10 billion in revenue and more than 9 million units in 2007, we believe our product contributions set the standard for what a big picture experience should be like. For more information, visit us at www.infocus.com or call us toll-free at 800.294.6400 (U.S. and Canada).

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InFocus, ASK, Proxima, ASK Proxima, LiteShow, ScreenPlay and LP are trademarks or registered trademarks of InFocus Corporation or its subsidiaries in the United States and other countries. Digital Light Processing and DLP are trademarks of Texas Instruments.