- Current report filing (8-K)
December 03 2009 - 4:06PM
Edgar (US Regulatory)
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):
December 1, 2009
Thomas Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware
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0-22010
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72-0843540
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(State or other jurisdiction of
incorporation)
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(Commission File
Number)
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(I.R.S. Employer Identification
No.)
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5221 N. OConnor Blvd., Suite 500
Irving, Texas
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75039
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(Address of principal executive offices)
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(Zip Code)
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Registrants Telephone Number, including area code:
(972) 869-3400
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:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o
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 disclosed in the Current Report on Form 8-K
filed by Thomas Group, Inc. (the Company) on September 21, 2009, on
September 16, 2009, the Company received two Nasdaq Staff Deficiency
Letters notifying the Company that it no longer complied with (i) the
minimum bid price requirements as set forth in Listing Rule 5450(a)(1) of
the Nasdaq Stock Market, which requires that listed securities maintain a
minimum bid price of $1.00 per share, and (ii) the minimum market value of
publicly held shares as set forth in Listing Rule 5450(b)(1)(C), which
requires that the market value of publicly held shares be at least $5,000,000.
After considering the alternatives, on December 1,
2009, the Company voluntarily submitted to the Nasdaq Stock Market an
application to transfer the listing of its common stock from the Nasdaq Global
Market to the Nasdaq Capital Market. The
Nasdaq Capital Market is a continuous trading market that operates in
substantially the same manner as the Nasdaq Global Market. All companies listed on the Nasdaq Capital
Market must meet certain financial requirements and adhere to Nasdaqs
corporate governance standards. The
Company believes it is in compliance with all applicable criteria for continued
listing on the Nasdaq Capital Market, but for the $1.00 per share minimum bid
price requirement set forth in Listing Rule 5550(a)(2). Until the Companys request is decided by
Nasdaq, the Companys common stock will continue to trade on the Nasdaq Global
Market under the symbol TGIS. The
Company will continue to monitor the bid price of its common stock and will
consider available options if its common stock does not trade at a price level
likely to result in the Company gaining compliance with Listing Rule 5550(a)(2) prior
to the March 15, 2010 grace period deadline.
2
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.
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THOMAS GROUP,
INC.
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Date:
December 3
, 2009
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By:
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/s/ Earle
Steinberg
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Earle Steinberg
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Chief Executive Officer
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3
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