Item 3.01 - Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Nasdaq
Nasdaq Listing Rule 5605(b)(1) requires that a majority of the board of directors of a listed company be composed of independent directors, as defined in Nasdaq Listing Rule 5605(a)(2), and Nasdaq Listing Rule 5605(c)(2) requires the audit committee of the board of directors of a listed company to be composed of at least three independent directors, as defined in Nasdaq Listing Rule 5605(a)(2) (collectively, the "Board Independence Rule").
On
The Nasdaq Board Independence Deficiency Letter states that since Messrs.
Bartels and Brown unilaterally appointed Mr.
In the Nasdaq Board Independence Deficiency Letter, Nasdaq refers to, and, by
issuing that letter, appears to accept, the Governance Committee's prior
determination that
SGRP now has 45 calendar days (by
As noted in the Nasdaq Board Independence Deficiency Letter, Nasdaq requires that SGRP's Cure Plan "be as definitive as possible", address all relevant issues, and provide all relevant documentation to support SGRP's Cure Plan, "including but not limited to biographical information related to potential candidates, if any, being considered for appointment to the Board of Directors and the audit committee".
If Nasdaq's staff does not accept SGRP's Cure Plan, SGRP will have the opportunity to appeal that decision before a hearings panel. Strong justifications would likely be required to overturn or substantially modify the determination of Nasdaq's staff.
The text of the Nasdaq Board Independence Deficiency Letter is attached hereto as Exhibit 99.1 and hereby incorporated herein by reference.
Item 8.01 Other Events
Postponement of previously scheduled
SGRP had previously scheduled
The 2020 Special Meeting was called at the request of the
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The Board also asking the stockholders at the 2020 Special Meeting to: (5) consider and grant authority to the Board to increase the size of the Board (which may need to be greater than nine) without further stockholder action if the Board deems it reasonably necessary for majority board independence (See Proposal 5 in the Preliminary Proxy Statement); and (6) consider, ratify and approve the adoption by the Board of the 2019 Plan Amendment to SGRP's 2018 Stock Compensation Plan (See Proposal 6 in the Preliminary Proxy Statement).
SGRP has postponed the date for the 2020 Special Meeting due to its receipt of
additional special meeting written requests (the "Brown Group Third Special
Meeting Request") from Mr.
In the Brown Group Third Special Meeting Request, the signers requested that the
agenda for the 2020 Special Meeting be changed to include the election of
The 2020 Special Meeting had to be postponed to accommodate (if applicable) such a material agenda change and the required corresponding changes in the Preliminary Proxy Statement.
Since the dates of the earlier written requests, Mr.
Once SGRP confirms such ownership and receives the requisite information and
evaluations on the newly proposed director candidate, SGRP will file with the
Forward Looking Statements
This Current Report on Form 8-K and the attached Exhibits (this "Current
Report"), contain "forward-looking statements" within the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995, made by, or
respecting, SGRP and its subsidiaries (together with SGRP, the "SPAR Group" or
the "Company"), and this Current Report has been filed by SGRP with the
All statements (other than those that are purely historical) are forward-looking
statements. Words such as "may," "will," "expect," "intend", "believe",
"estimate", "anticipate," "continue," "plan," "project," or the negative of
these terms or other similar expressions also identify forward-looking
statements. Forward-looking statements made by the Company in this Current
Report may include (without limitation) statements regarding: risks,
uncertainties, cautions, circumstances and other factors ("Risks"); and plans,
intentions, expectations, guidance or other information respecting the potential
negative effects of the Company's failure to comply with Nasdaq's Board
Independence Rule, the new Board director unilaterally proposed by the
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You should carefully review and consider the Company's forward-looking statements (including all risk factors and other cautions and uncertainties) and other information made, contained or noted in or incorporated by reference into this Current Report, but you should not place undue reliance on any of them. The results, actions, levels of activity, performance, achievements or condition of the Company (including its affiliates, assets, business, clients, capital, cash flow, credit, expenses, financial condition, income, liabilities, liquidity, locations, marketing, operations, performance, prospects, sales, strategies, taxation or other achievement, results, risks, trends or condition) and other events and circumstances planned, intended, anticipated, estimated or otherwise expected by the Company (collectively, "Expectations"), and our forward-looking statements (including all Risks) and other information reflect the Company's current views about future events and circumstances. Although the Company believes those Expectations and views are reasonable, the results, actions, levels of activity, performance, achievements or condition of the Company or other events and circumstances may differ materially from our Expectations and views, and they cannot be assured or guaranteed by the Company, since they are subject to Risks and other assumptions, changes in circumstances and unpredictable events (many of which are beyond the Company's control). In addition, new Risks arise from time to time, and it is impossible for the Company to predict these matters or how they may arise or affect the Company. Accordingly, the Company cannot assure you that its Expectations will be achieved in whole or in part, that it has identified all potential Risks, or that it can successfully avoid or mitigate such Risks in whole or in part, any of which could be significant and materially adverse to the Company and the value of your investment in SGRP's common stock.
These forward-looking statements reflect the Company's Expectations, views, Risks and assumptions only as of the date of this Current Report, and the Company does not intend, assume any obligation, or promise to publicly update or revise any forward-looking statements (including any Risks or Expectations) or other information (in whole or in part), whether as a result of new information, new or worsening Risks or uncertainties, changed circumstances, future events, recognition, or otherwise.
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Item 9.01. Financial Statements and Exhibits. (d) Exhibits:
99.1 Text of the letter to
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