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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): MAY 22, 2007
THINKENGINE NETWORKS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-8496 20-8058881
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
100 NICKERSON ROAD, MARLBOROUGH, MASSACHUSETTS 01752
(Address of principal executive offices, including zip code)
(508) 624-7600
(Registrant's telephone number, including area code)
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))
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ITEM 3.01. NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR
STANDARD; TRANSFER OF LISTING.
On May 22, 2007, ThinkEngine Networks, Inc. (the "Company") received a written
notice from the American Stock Exchange (the "AMEX") advising that the Company
was not in compliance with the AMEX's listing requirements (contained in Section
1003(a)(iii) of the AMEX Company Guide) because it has shareholders equity of
less than $6,000,000 and losses from continuing operations and/or net losses in
its five most recent fiscal years.
In order to maintain its AMEX listing, the Company must submit a plan by June
21, 2007, advising the AMEX of action it has taken or will take to bring the
Company into compliance with the AMEX continued listing standards within a
maximum of 18 months. Acceptance of such plan is in the discretion of the AMEX.
If the plan is accepted, the Company will be able to continue its listing during
the plan period of up to 18 months, during which time it will be subject to
periodic review to determine whether it is making progress consistent with the
plan. If the Company is not in compliance with the listing standards at the end
of such 18-month period or does not make progress consistent with its plan, the
AMEX will initiate delisting proceedings.
The Company is planning to prepare and submit a plan in accordance with the AMEX
requirements. If the Company's common stock is de-listed from the AMEX, the
trading market for the Company's shares may be adversely affected.
In the letter, AMEX also noted that within five days of May 22, 2007, the
Company will be included in a list of issuers, which is posted daily on the AMEX
website, that are not in compliance with the continued listing standards and
".BC" will be appended to the Company's ticker symbol whenever the Company's
trading symbol is transmitted with a quotation or trade. The website posting and
indicator will remain in effect until the Company has regained compliance with
all applicable continued listing standards.
On May 25, 2007, the Company issued the press release attached to this Form 8-K
as Exhibit 99.1 with respect to the foregoing matters.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
EXHIBIT DESCRIPTION
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99.1 Press Release dated May 25, 2007
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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.
THINKENGINE NETWORKS, INC.
Date: May 25, 2007 By: /s/ John Steinkrauss
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John Steinkrauss
Vice President and Chief Financial Officer
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