UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): August 31, 2004
SPAR Group, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-27824 33-0684451
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File No.) Identification No.)
580 White Plains Road, Tarrytown, New York 10591
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (914) 332-4100
Not Applicable
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(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:
[] 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 31, 2004, SPAR Group, Inc. (the "Company"), received a notice
from the Nasdaq National Market (the "Notice") that they are no longer in
compliance with the requirement that the price of its listed shares remain at
$1.00 per share for continued listing of such stock on the Nasdaq National
Market, as well as the requirements for a minimum $10 million shareholders'
equity and $5 million market value of publicly held shares.
The notification said the Company has been granted 180 calendar days, or
until February 28, 2005, to comply with the $1.00 per share requirement and 90
calendar days, or until November 29, 2004, to regain compliance with the market
value requirement. The notification also said Nasdaq will conduct a review of
the company's eligibility for compliance with the equity requirement.
On September 3, 2004, the Company issued as press release, attached to this
Current Report on Form 8-K (the "Report") as Exhibit 99.1, reporting that it had
received the Notice and the response anticipated by the Company.
The information in this Report, including the exhibit, shall not be deemed
to be "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to the liabilities of that Section. It
shall not be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended, except as shall be expressly set forth by specific
reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(a) Exhibits
99.1 Press Release dated September 3, 2004.
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.
Dated: September 7, 2004
SPAR Group, Inc.
By: /s/ Charles Cimitile
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Name: Charles Cimitile
Title: Chief Financial Officer
Exhibit Index
Exhibit No. Description
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99.1 Press Release dated September 3, 2004
Exhibit 99.1
[Letterhead of PondelWilkinson Inc.]
CONTACTS: Charles Cimitile
Chief Financial Officer
SPAR Group, Inc.
(914) 332-4100
Roger S. Pondel
PondelWilkinson Inc.
(310) 279-5980
SPAR GROUP REPORTS NOTIFICATION FROM NASDAQ
TARRYTOWN, NY -- September 3, 2004 -- SPAR Group, Inc. (Nasdaq:SGRP) said
today it has received notification from Nasdaq that the company is no longer in
compliance with certain requirements for continued listing on The Nasdaq
National Market. Nasdaq advised the company that it is no longer in compliance
with the minimum bid requirement of $1.00 per share, the $10 million
shareholders' equity requirement and the $5 million market value of publicly
held shares requirement.
The notification said SPAR Group has been granted 180 calendar days, or
until February 28, 2005, to regain compliance with the $1.00 per share
requirement and 90 calendar days, or until November 29, 2004, to regain
compliance with the market value requirement. The notification also stated that
as result of the company's non-compliance with the shareholders' equity
requirement, Nasdaq will
(more)
conduct a review of the company's eligibility for continued listing on The
Nasdaq National Market.
Robert Brown, SPAR Group president and chief executive officer, said that
the company will supply all the documentation necessary to facilitate Nasdaq's
review. "While we are disappointed with our current valuation, we believe that
the programs in place to reduce costs and enhance sales will provide tangible
benefits over the long-term that will ultimately be recognized in the public
marketplace," Brown said.
SPAR Group, Inc. is a diversified international marketing services company,
providing a broad array of productivity enhancing products and services to help
Fortune 1000 companies improve their sales, operating efficiency and profits.
The company provides in-store merchandising, in-store demonstrations, technology
and research to manufacturers and retailers covering all product classifications
and all classes of trade, including mass market, drug store, convenience store
and grocery chains, throughout the United States and internationally.
Certain statements in this news release are forward-looking, including, but
not limited to, benefits from the company's programs to reduce costs and enhance
sales, the company's ability to regain compliance with listing requirements, or
assurance of meeting requirements for continued listing on Nasdaq. The company's
actual results, performance and trends could differ materially from those
indicated or implied by such statements as a result of various factors,
including (without limitation) the continued strengthening of SPAR's selling and
marketing functions, continued customer satisfaction and contract renewal, new
product development and marketing, continued technological superiority over its
competitors, continued availability of capable dedicated personnel, continued
cost management, the success of its international efforts, and other factors, as
well as by factors applicable to most companies such as general economic,
competitive and other business and civil conditions. Information respecting
certain of these and other factors that could effect future results, performance
or trends are discussed in SPAR Group's annual report on Form 10-K, quarterly
reports on Form 10-Q, and other filings made with the Securities and Exchange
Commission from time to time.
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