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 12, 2008
THE
SINGING MACHINE COMPANY, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
0-24968
|
95-3795478
|
|
(State
or other jurisdiction
|
(Commission
File Number)
|
(IRS
Employer
|
|
of
incorporation)
|
|
Identification
No.)
|
6601 Lyons Road, Bldg. A-7,
Coconut Creek, Florida 33073
(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
September 16, 2008 the Company received notice from the NYSE Alternext US (the
“Exchange”) indicating that the Company was below certain requirements of the
Exchange’s continued listing standards as of June 30, 2008. Specifically,
shareholders’ equity was less than $4,000,000 and there were losses from
continuing operations in three of its four most recent fiscal years, as set
forth in Section 1003(a)(ii) of the Exchange’s Company Guide. In
response, the Company submitted a timely plan of compliance to the
Exchange. In a letter dated December 12, 2008 from the Exchange the
Company was officially notified that the Exchange had accepted the Company’s
plan of compliance and the Company has until March 31, 2009 to complete the plan
and regain compliance with Section 1003(a)(ii) of the Exchange’s Company
Guide. Staff advised the Company that it will be subject to periodic
review by the Exchange during the extension period and that failure to make
progress consistent with the Company’s plan could result in
delisting.
Also in
that same letter dated December 12, 2008, the Exchange Staff has notified the
Company that it deems the Company’s common stock selling price as too low. The
Exchange has informed the Company that it must address its low selling price by
June 12, 2009 in order to remain in compliance with Company Guide Section
1003(f)(v).
Item
9.01 Financial Statements and Exhibits.
|
Exhibit
Number
|
|
Description
|
|
99.1
|
|
Press
Release, dated December 18, 2008 issued by The Singing Machine Company,
Inc. (Filed
herewith)
|
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:
December 18, 2008
|
/s/
Anton
Handal
|
|
|
Anton
Handal
|
|
|
Chief
Executive Officer
|