UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): February 10, 2009
VELOCITY EXPRESS CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Delaware | 0-28452 | 87-0355929 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| One Morningside Drive North Bldg. B, Suite 300 Westport, Connecticut |
06880 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrants’ telephone number, including area code: (203) 349-4160
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box 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. |
As announced on October 17, 2008, on October 16, 2008, Velocity Express Corporation (the “Company”) received a letter from the Listing Qualifications Staff (the “Staff”) of The NASDAQ Stock Market LLC (“NASDAQ”) indicating that the Company was not in compliance with Marketplace Rule 4310(c)(3), which requires the Company to have a minimum of $2,500,000 in stockholders’ equity. The Company was afforded the opportunity to present and subsequently submitted its plan to regain compliance with Marketplace Rule 4310(c)(3) for the Staff’s review. On February 4, 2009, the Company received a letter from the Staff (the “Staff Determination”) notifying the Company that, based upon the Company’s non-compliance with Marketplace Rule 4310(c)(3), the Staff had determined to delist the Company’s securities from NASDAQ unless the Company requested a hearing before a NASDAQ Listing Qualifications Panel (the “Panel”).
The Company intends to request a hearing before the Panel, which will stay any action with respect to the Staff Determination until the Panel renders a decision subsequent to the hearing. There can be no assurance that following the hearing the Panel will grant the Company’s request for continued listing.
A copy of the Company’s press release announcing receipt of the Staff Determination is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(d) EXHIBITS.
| EXHIBIT NO. |
DESCRIPTION | |
| 99.1 |
Press release issued by Velocity Express Corporation on February 10, 2009 |
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.
| VELOCITY EXPRESS CORPORATION | ||
| By: | /s/ Edward W. Stone | |
| Name: | Edward W. Stone | |
| Title: | Chief Financial Officer | |
Date: February 10, 2009