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): AUGUST 31, 2006
THE SINGING MACHINE COMPANY, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-24968 95-3795478
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
6601 Lyons Road, Bldg. A-7, Coconut Creek, Fl 33073
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(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code (954) 596-1000
Copies to:
Darrin M. Ocasio, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
Phone: (212) 930-9700
Fax: (212) 930-9725
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 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, 2006, The Singing Machine Company, Inc. (the "Company" or "SMD")
received notice from the American Stock Exchange (the "AMEX"), Listing
Qualifications Department, stating that the Company does not meet certain of the
AMEX's continued listing standards as set forth in Part 10 of the AMEX Company
Guide (the "Company Guide") and that the Company has become subject to the
continued listing evaluation and follow-up procedures and requirements of
Section 1009 of the Company Guide.
Pursuant to a review by the AMEX of the Company's 10-K for the fiscal year ended
March 31, 2006, the AMEX has determined that the Company is not in compliance
with Section 1003(a)(ii) of the Company Guide, which states, in relevant part,
that the AMEX will normally consider suspending dealings in, or removing from
the list, securities of a company which has stockholders' equity of less than
$4,000,000 if such company has sustained losses from continuing operations
and/or net losses in three of its four most recent fiscal years.
The Company intends to submit a revised plan on or prior to October 2, 2006
advising the AMEX of actions that it will take, which may bring it into
compliance with Section 1003 (a)(ii) of the Company Guide within a maximum of 18
months from July 18, 2005. The revised plan will supplement the plan originally
submitted to the AMEX by the Company on August 18, 2005, in response to a notice
from the AMEX which the Company received on July 18, 2005, in which the AMEX
determined that the Company was not in compliance with Sections 1003(a)(i) and
1003(a)(iv) of the Company Guide, respectively, which state, in relevant part,
that the AMEX will normally consider suspending dealings in, or removing from
the list, securities of a company which (a) has stockholders' equity of less
than $2,000,000 if such company has sustained losses from continuing operations
and/or net losses in two of its three most recent fiscal years; and (b) has
sustained losses which are so substantial in relation to its overall operations
or its existing financial resources, or its financial condition has become so
impaired that it appears questionable, in the opinion of the AMEX, as to whether
such company will be able to continue operations and/or meet its obligations as
they mature.
The revised plan will include specific milestones, quarterly financial
projections, and details relating to any strategic initiatives the Company plans
to complete. The AMEX Listings Qualifications Department will evaluate the
revised plan, including any supporting documentation which the Company may
submit, and make a determination as to whether the Company has made a reasonable
demonstration in the revised plan of an ability to regain compliance with
Section 1003 (a)(ii) of the Company Guide within a maximum of 18 months from
July 18, 2005, in which case the plan will be accepted. If the plan is accepted,
the Company may be able to continue listing during the plan period or until
January 18, 2007, during which time the Company will be subject to periodic
review to determine if it is making progress consistent with the plan.
On September 6, 2006, the Company issued a press release announcing the receipt
of the AMEX notice. A copy of the press release is incorporated by reference and
filed as Exhibit 99.1 to this report.
In accordance with General Instruction B.2 of Form 8-K, the information in this
Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or otherwise subject to the liability of that
section, and shall not be incorporated by reference into any registration
statement or other document filed under the Securities Act of 1933, as amended,
or the Exchange Act, except as shall be expressly set forth by specific
reference in such filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
(c) EXHIBITS.
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
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99.1 Press release of The Singing Machine Company, Inc. dated
September 6, 2006
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.
THE SINGING MACHINE COMPANY, INC.
Date: September 6, 2006 /s/ Yi Ping Chan
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Yi Ping Chan
Interim CEO and Chief Operating Officer