Form 8-K
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): January 14, 2011
TeamStaff, Inc.
(Exact name of registrant as specified in its charter)
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New Jersey |
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0-18492 |
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22-1899798 |
(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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1 Executive
Drive
Somerset, NJ
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08873 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number,
including area code: (866) 352-5304
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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:
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))
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Item 3.01
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
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On January 14, 2010, TeamStaff, Inc. (the Company) received a
staff deficiency letter from The Nasdaq Stock Market LLC
(Nasdaq) notifying the Company that it is not in compliance
with Nasdaq Listing Rule 5250(c)(1) (the Listing Rule) since
it did not timely file its Annual Report on Form 10-K for the
fiscal year ended September 30, 2010 with the Securities and
Exchange Commission. |
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Under the Nasdaq Listing Rules, the Company is afforded 60
calendar days, or until March 15, 2011, to submit to Nasdaq a
plan to regain compliance with the Listing Rule. If the Nasdaq
Stock Market staff accepts the plan, the Nasdaq staff can grant
an exception of up to 180 calendar days from the filings due
date, or until July 12, 2011, for the Company to regain
compliance. In the event Nasdaq determines that the Companys
plan is not sufficient to regain compliance, Nasdaq staff will
send written notice that the Companys common stock will be
subject to delisting. At that time, the Company may appeal the
delisting determination to a Nasdaq hearings panel. |
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The Company is working diligently on this matter and intends to
file its Annual Report on Form 10-K as soon as practicable.
The Company issued a press release on January 21, 2011
disclosing its receipt of the letter from Nasdaq described
above, a copy of which is attached hereto as Exhibit 99.1 and
is incorporated herein by reference. |
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Item 9.01
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Financial Statements and Exhibits |
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The following exhibit is attached to this Form 8-K: |
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Exhibit |
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(d) |
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Number |
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Exhibit Title or Description |
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99.1 |
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Press Release |
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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.
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TeamStaff, Inc.
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By: |
/s/ Zachary C. Parker
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Name: |
Zachary C. Parker |
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Title: |
President and Chief Executive Officer |
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Date: January 21, 2011
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EXHIBIT INDEX
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Exhibit |
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Number |
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Description |
99.1
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Press Release |
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Exhibit 99.1
Exhibit 99.1
FOR IMMEDIATE RELEASE
TEAMSTAFF, INC. ANNOUNCES RECEIPT OF NASDAQ DEFICIENCY NOTICE
Somerset, New Jersey January 21, 2011 TeamStaff, Inc. (Nasdaq: TSTF), a leading logistics and
healthcare services provider to the Federal Government and Department of Defense announced today
that on January 14, 2011, it received a notice from the Listing Qualifications Department of The
Nasdaq Stock Market (Nasdaq) notifying it that the Company is not in compliance with Nasdaq Listing
Rule 5250(c)(1), Obligation to File Periodic Financial Reports, because it did not timely file its
Annual Report on Form 10-K for the fiscal year ended September 30, 2010 with the Securities and
Exchange Commission. As previously announced in the Companys press release dated January 13,
2011, the Company determined that it needs to delay the filing of its Annual Report on Form 10-K
for the fiscal year ended September 30, 2010.
The Company has been provided an initial grace period of 60 calendar days, or until March 15, 2011,
to submit a plan to regain compliance and if Nasdaq accepts the Companys plan, an additional grace
period of up to 180 calendar days from the original due date, or until July 12, 2011, can be
provided to regain compliance. In the event Nasdaq determines that the Companys plan is not
sufficient to regain compliance, Nasdaq staff will send written notice that the Companys common
stock will be subject to delisting. At that time, the Company may appeal the delisting
determination to a Nasdaq hearings panel. The Company is working diligently on this matter and
intends to file its Annual Report on Form 10-K as soon as practicable.
About TeamStaff, Inc.
TeamStaff serves clients and their employees throughout the United States as a full-service
provider of logistics and healthcare support services. TeamStaff specializes in providing high
quality healthcare, logistics, and technical services to Federal agencies and the Department of
Defense. For more information, visit the TeamStaff corporate web site at www.teamstaff.com or the
TeamStaff Government Solutions web site at www.teamstaffgs.com.
This press release contains forward-looking statements as defined by the federal securities laws
and involve numerous risks and uncertainties. TeamStaffs actual results could differ materially
from those described in such forward-looking statements as a result of such risks and
uncertainties. For a discussion of such risks and uncertainties, see Risk Factors in the
Companys periodic reports filed with the U.S. Securities Exchange Commission. The information in
this release should be considered accurate only as of the date of the release.
CONTACTS:
Zachary C. Parker,
President and Chief Executive Officer
John E. Kahn,
Chief Financial Officer
TeamStaff, Inc.
1 Executive Drive
Somerset, NJ 08873
866-352-5304
Donald C. Weinberger/Diana Bittner (media)
Wolfe Axelrod Weinberger Associates, LLC
212-370-4500
don@wolfeaxelrod.com
diana@wolfeaxelrod.com
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