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): June 6,
2005
Ramp
Corporation
(Exact
name of registrant as specified in its charter)
|
Delaware |
0-24768 |
841123311 |
|
(State
or other jurisdiction |
(Commission |
(IRS
Employer |
|
of
incorporation) |
File
Number) |
Identification
No.) |
|
33
Maiden Lane, New York, New York |
10038 |
|
(Address
of principal executive offices) |
(Zip
Code) |
Registrant’s
telephone number, including area code:
(212) 440-1500
Not
Applicable
(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:
|
□ |
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.
As
previously reported in its Current Report on Form 8-K dated May 16, 2005, Ramp
Corporation (the “Company”) on May 23, 2005, notified the American Stock
Exchange (“AMEX”), that the Company had failed to comply with the continued
listing requirement in Section 1101 of the AMEX Company Guide, which requires
the timely filing of all Securities and Exchange Commission (“SEC”) periodic and
annual reports, due to its failure to timely file its Form 10-Q for the period
ended March 31, 2005. The Company had previously received a notice on September
13, 2004 from AMEX indicating that the Company was not in compliance with AMEX’s
minimum stockholders’ equity requirements in Sections 1003(a)(i),
1003(a)(ii) and 1003(a)(iv) of the AMEX Company Guide. The Company submitted and
AMEX accepted its plan to regain compliance in December 2004.
On
May 5, 2005, AMEX advised the Company that it was not in compliance with
the minimum stockholders’ equity listing requirement of Section 1003(a)(iii) of
the AMEX Company Guide. On May 26, 2005, AMEX notified the Company that in
addition, it was not in compliance with AMEX’s filing requirements or its
listing agreement with AMEX in a material respect, as set forth in Sections 134,
1101 and 1003(d), respectively. AMEX requested that the Company submit a revised
plan of compliance by June 2, 2005 demonstrating how the Company will achieve
compliance with the AMEX listing requirements by July 11, 2005.
On
June 6, 2005, AMEX notified the Company that, based on the Company’s
failure to comply with certain of AMEX’s continued listing standards and AMEX’s
determination that the Company will be unable to regain compliance with AMEX
listing standards, AMEX would proceed with the filing of an application with the
SEC to strike the common stock of the Company from listing and registration on
AMEX. The Company does not intend to appeal this notice of delisting.
The press
release issued by the Company relating to the AMEX letter is appended to this
Current Report on Form 8-K as Exhibit 99.1.
Item
9.01 Financial Statements and Exhibits.
(c)
Exhibits
|
99.1 |
Press
Release issued by Ramp Corporation on June 10,
2005. |
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.
| |
|
|
| |
RAMP
CORPORATION
(Registrant) |
|
|
|
| Date:
June 10, 2005 |
By: |
/s/ Ronald
C. Munkittrick |
| |
Ronald
C. Munkittrick
Acting
Chief Executive Officer and
Chief
Financial Officer |
| |
|