-----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, Q4L1ZmrxgQ9gVQ8xzC+aBJ38KeKYb9qd9VayQHUTe2SxzLPNUJomNIARBvsF0Qjx d3In9VXRz16D2ZXm5lazZA== 0000950109-98-002542.txt : 19980414 0000950109-98-002542.hdr.sgml : 19980414 ACCESSION NUMBER: 0000950109-98-002542 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980408 ITEM INFORMATION: FILED AS OF DATE: 19980413 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEOPLES CHOICE TV CORP CENTRAL INDEX KEY: 0000903275 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 061366643 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-21920 FILM NUMBER: 98592659 BUSINESS ADDRESS: STREET 1: 2 CORPORATE DRIVE STE 249 CITY: SHELTON STATE: CT ZIP: 06484 BUSINESS PHONE: 2039257900 MAIL ADDRESS: STREET 2: TWO CORPORATE DR SUITE 249 CITY: SHELTON STATE: CT ZIP: 06484 8-K 1 FORM 8-K 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): April 8, 1998 PEOPLE'S CHOICE TV CORP. (Exact name of registrant as specified in its charter) Delaware 0-21920 06-1366643 (State of incorporation) (Commission File Number) (I.R.S. Employer identification number) Two Corporate Drive, Suite 249 Shelton, Connecticut 06484 (Address of principal executive offices, including zip code) (203) 925-7900 (Registrant's telephone number, including area code) ------------------------------------------------------------ Item 5. Other Events ------------ On April 8, 1998, James J. Mossman and Anthony Grillo resigned from the Board of Directors of People's Choice TV Corp. (the "Company"). As a result of these two resignations, the Board of Directors of the Company now consists of three members. The Company has commenced a search for new board member candidates but has not selected any nominees at this time. Messrs. Mossman and Grillo are affiliated with Blackstone Capital Partners II Merchant Banking Fund L.P. and two affiliated companies (the "Blackstone Companies") which companies hold all of the outstanding shares of the Convertible Cumulative Pay-in-Kind Preferred Stock issued by the Company (the "Preferred Stock"). Pursuant to the instruments related to the Preferred Stock, the Blackstone Companies are entitled to appoint two directors to the board of directors of the Company. Messrs. Mossman and Grillo were the current board member designees of the Blackstone Companies. While the Blackstone Companies have not appointed two director designees to replace Messrs. Mossman and Grillo, they retain the right to make such appointments at any time in the future. The Nasdaq Stock Market, Inc. ("Nasdaq") recently informed the Company that Nasdaq has determined that the Company is not in compliance with a market capitalization maintenance standard with respect to the listing of the Company's Common Stock on the Nasdaq SmallCap Market. Nasdaq further advised the Company that its Common Stock was scheduled for delisting from the SmallCap Market. Pursuant to Nasdaq procedures, the Company has appealed this determination and has requested a ninety-day temporary exception to the market capitalization maintenance standard. This appeal is pending. To remain listed on the Nasdaq SmallCap Market, the Company must also have two independent directors on its board of directors. As a result of the resignations of Messrs. Mossman and Grillo, the Company does not currently satisfy this requirement. While the Company is seeking independent director nominees, the Company's lack of two independent directors may be an additional factor preventing the Company from successfully appealing Nasdaq's delisting determination. 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: April 13, 1998 PEOPLE'S CHOICE TV CORP. By: /s/ Donald E. Olander ------------------------------------------------ Name: Donald E. Olander Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----