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): April 20, 2005
THE SPORTS CLUB COMPANY, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-13290 95-4479735
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
11100 Santa Monica Boulevard, Suite 300, Los Angeles, California 90025
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(310) 479-5200
Not Applicable
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(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 (See General Instructions 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 240.13 e-4(c))
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Section 3 - Securities and Trading Markets
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On April 26, 2005, the Company announced that the American Stock Exchange (the
"Exchange") had on April 20, 2005, informed the Company that it is not in
compliance with certain of the Exchange's continued listing standards as set
forth in the Exchange's Company Guide. The public announcement was made by means
of a press release, the text of which is being furnished to the U.S. Securities
and Exchange Commission in Exhibit 99.1 attached hereto.
The Company is currently analyzing specific actions that it may take in response
to the Exchange's notice and intends to submit a plan that it believes will be
acceptable to the Exchange.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(a) Financial statements of business acquired. None.
(b) Pro forma financial Information. None.
(c) Exhibits.
99.1 Press Release dated April 26, 2005
Signatures
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: April 26, 2005 THE SPORTS CLUB COMPANY, INC.
By: /s/ Timothy M. O'Brien
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Timothy M. O'Brien
Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit No. Description
99.1 Press Release dated April 26, 2005.
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EXHIBIT 99.1
THE SPORTS CLUB COMPANY, INC.
NOTIFIED BY THE AMERICAN STOCK EXCHANGE
LOS ANGELES, CA (April 26, 2005) - The Sports Club Company, Inc. (AMEX: SCY)
today announced that on April 20, 2005, the American Stock Exchange (the
"Exchange") had notified the Company that it had not met certain of the
Exchange's continued listing standards as set forth in the Exchange's Company
Guide. Specifically, the Exchange noted that the Company's failure to timely
file its Form 10-K for the fiscal year ended December 31, 2004 was a violation
of Sections 134, 1101 and 1003(d). In order to maintain listing of the Company's
Common Stock, $0.01 par value (the "Common Stock"), on the Exchange, the Company
must submit a plan by May 4, 2005, advising the Exchange of the action the
Company has taken, or will take, that would bring it into compliance with the
applicable listing standards on or before June 15, 2005. If the Exchange accepts
the plan, the Company will remain listed during the plan period but will be
subject to review by the Exchange to determine whether the Company is making
progress consistent with the plan. If the Exchange does not accept the Company's
plan, or if the plan is accepted but the Company is not in compliance with the
continued listing standards as set forth in Sections 134, 1101 and 1003(d) by
June 15, 2005 or does not make progress consistent with the plan during such
period, the Exchange may initiate delisting proceedings with respect to the
Common Stock.
Further, as previously reported, the Exchange had notified the Company on
September 13, 2004, that it did not meet certain other of the Exchange's
continued listing standards. Specifically, the Exchange noted that the Company's
stockholders' equity is less than $2 million, and the Company has reported net
losses in two of the its most recent fiscal years, in violation of Section
1003(a)(i); the Company's stockholders' equity is less than $4 million, and the
Company has sustained losses in three of its four most recent fiscal years, in
violation of Section 1003(a)(ii); and the Company has sustained losses which are
so substantial in relation to the Company's overall operations or its existing
financial resources, or the Company's financial condition has become so
impaired, that it appears questionable, in the opinion of the Exchange, whether
the Company will be able to continue operations or meet its obligations as they
mature, in violation of Section 1003(a)(iv). The Exchange has afforded the
Company an 18-month period (ending March 13, 2006) in which to regain compliance
with these specific listing requirements.
Therefore, even if the Company satisfies the plan and regains compliance with
Sections 134, 1101 and 1003(d) by June 15, 2005, it will not be relieved of its
obligations to regain compliance with Sections 1003(a)(i), 1003(a)(ii) and
1003(a)(iv) by March 13, 2006. Failure to gain compliance may subject the
Company to delisting procedures.
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All statements in this press release other than statements of historical fact
are forward looking statements within the meaning of the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995. These
statements are based on management's current expectations and beliefs and are
subject to a number of factors and uncertainties that could cause actual results
to differ materially from those described in this press release, and the Company
expressly disclaims any obligations to release publicly any update or revision
to any forward looking statement contained herein if there are changes in the
Company's expectations or if any events, conditions or circumstances on which
any such forward looking statement is based.
The Sports Club Company, based in Los Angeles, California owns and operates
luxury sports and fitness complexes nationwide under the brand name "The Sports
Club/LA."
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