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
19, 2008
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AMERICAN
COMMUNITY NEWSPAPERS INC.
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(Exact
Name of Registrant as Specified in
Charter)
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Delaware
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001-32549
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20-2521288
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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14875
Landmark Blvd., Suite 110, Addison, Texas
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75254
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
Telephone Number, Including Area Code: (972)
628-4080
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Not
Applicable
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(Former
Name or Former Address, if Changed Since Last
Report)
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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):
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e 4(c))
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Forward-Looking
Statements
Statements
made in this Current Report, other than those concerning historical information,
may be considered forward-looking statements. These statements are subject
to
risks and uncertainties that could cause actual results to differ materially
from those in the forward-looking statements, including but not limited to,
the
possibility that Amex may reject the Registrant’s requests and compliance plan
and, as a result, delist the Registrant’s securities, as described below; that
the uncertainties preventing the Registrant from filing its Quarterly Report,
as
decribed below, will not be resolved within the necessary time period; and
that
the Registrant may not be able to file its Quarterly Report on a timely
basis for other reasons, or otherwise comply with Amex listing requirements,
which may also result in the delisting of the Registrant's securities. Please
refer to our Securities and Exchange
Commission filings for further risks and uncertainties. Capitalized terms used
in this paragraph, but not defined herein, have the meanings ascribed to them
below.
| Item
3.01. |
Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
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On
August
21, 2008, American Community Newspapers Inc. (the “Registrant”), received a
written notice (the “Notice”) from the American Stock Exchange (“Amex”)
indicating that, as a result of the Registrant’s failure to file with the
Securities and Exchange Commission (the “Commission”) the Registrant’s quarterly
report on Form 10-Q for the quarter ended June 29, 2008 (the “Quarterly
Report”), the Registrant is not in compliance with the Amex conditions for
continued listing set forth in Sections 134 and 1101 of the Amex Company Guide.
Sections 134 and 1101 of the Amex Company Guide require the Registrant to make,
on a timely basis, all filings with the Commission required by the Securities
Exchange Act of 1934, as amended.
As
set
forth in its Current Report on Form 8-K, filed on August 21, 2008, the
Registrant has been unable to complete the preparation of its Quarterly Report
due to uncertainties related to impairment of the value of certain of its
intangible assets, including goodwill. The Registrant plans to file its
Quarterly Report promptly after it becomes possible to measure and recognize
the
impact of such uncertainties on our financial statements and our independent
public accountant has completed a review of its interim financial
statements.
In
order
to maintain its Amex listing, the Registrant must submit a plan to Amex by
September 4, 2008 advising Amex of the action the Registrant has taken, or
will
take, to bring the Registrant into compliance by no later than November 19,
2008. If the plan is accepted by Amex, the Registrant will remain listed and
be
subject to periodic review to determine whether it is making progress consistent
with the plan.
If
the
Registrant does not submit a plan to Amex, or submits a plan that is not
accepted, it will be subject to delisting proceedings. Furthermore, if the
plan
is accepted but the Registrant is not in compliance with the continued listing
standards by November 19, 2008, or does not make progress consistent with the
plan during this period, the Amex staff will initiate delisting proceeding
as
appropriate. The Registrant may appeal a staff determination to initiate
delisting proceedings.
The
Registrant issued a press release on August 22, 2008, disclosing receipt of
the
Notice. The press release is attached hereto as Exhibit 99.1. The information
contained therein shall not be incorporated by reference into any filing of
the
Registrant, whether made before or after the date hereof, regardless of any
general incorporation language in such filing, unless expressly incorporated
by
specific reference to such filing.
| Item
5.02. |
Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
August
19, 2008, the Registrant’s board of directors (“Board”) appointed David J.
Kosofsky, age 45, as the Registrant’s chief financial officer, effective on
August 25, 2008. Mr. Kosofsky also will serve as the chief financial officer
of
the Registrant’s operating subsidiary, American Community Newspapers
LLC.
From
October 2005 until August 2008, Mr. Kosofsky served as Chief Financial Officer
of ASSA ABLOY Hospitality, Inc., an international provider of security solutions
for the hotel industry and a subsidiary of a $5 billion publicly traded Swedish
corporation, where he led the financial turnaround during a fast-growth phase.
Mr. Kosofsky was responsible for the finance, accounting, IT and legal
functions. During his almost three years with ASSA ABLOY, Mr. Kosofsky
implemented an ERP system, financial controls and procedures, including
budgetary and inventory controls. From April 1998 to October 2005, Mr. Kosofsky
worked as a director in various financial roles at BancTec, Inc., a hardware,
software and services company, including as Director of Corporate Finance,
Director of Accounting Services and Director of Internal Audit / Corporate
Compliance Officer. From July 1989 to April 1998, Mr. Kosofsky worked as an
internal auditor and special projects analyst for Belo Corporation where he
had
broad exposure to the operational and financial functions of several newspapers.
Mr. Kosofsky is a Certified Public Accountant and holds Master’s and Bachelor’s
degrees in Accounting from the University of North Texas.
In
connection with his appointment, Mr. Kosofsky entered into an employment
agreement with the Registrant. Under the employment agreement, Mr. Kosofsky
will
receive a base annual salary of $185,000 per year, to be reviewed annually
by
the Board’s compensation committee. Commencing with the 2009 calendar year, Mr.
Kosofsky will be eligible to receive a performance bonus of up to an additional
$70,000 annually, based on ACN’s performance and the achievement of key
objectives to be established by the Board.
Mr.
Kosofsky’s employment is for no definite period. His employment may be
terminated because of his death or disability or by the Registrant for “cause”
(as defined in the employment agreement) or by Mr. Kosofsky for “good reason”
(as defined in the employment agreement). The Registrant may also terminate
his
employment without “cause.” If employment is terminated by Mr. Kosofsky for good
reason or by the Registrant without cause, Mr. Kosofsky will be entitled to
continue to be paid, as a severance payment, his base salary and a pro-rata
targeted bonus for one year, subject to termination of such payment if he
breaches the non-competition, inventions or confidentiality provisions of the
employment agreement.
| Item
9.01. |
Financial
Statements and Exhibits.
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Exhibits
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99.1
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Press
release dated August 22, 2008.
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SIGNATURE
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.
Dated: August
22, 2008
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AMERICAN
COMMUNITY NEWSPAPERS INC.
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By:
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/s/
Eugene M. Carr
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Name:
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Eugene
M. Carr
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Title:
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Chairman,
President and Chief Executive
Officer
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