DETERMINE, INC. 8-K 2009
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 29, 2009
(Exact Name of Registrant as Specified in its Charter)
1740 Technology Drive, Suite 460
San Jose, CA 95110
(Addresses, including zip code, and telephone numbers, including area code, of principal executive offices)
(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:
On September 29, 2009, Selectica, Inc. (the Company) received a letter of reprimand (the Letter) from The Nasdaq Stock Market (Nasdaq) pursuant to Nasdaq Listing Rule 5810(c)(4) that the Company violated certain requirements of Nasdaq Listing Rules 5605(c)(2)(A), 5605(d)(1) and 5605(e)(1) that non-independent directors are precluded from serving on the Companys audit, nominating and compensation committees and that the Company failed to report such violations to Nasdaq at the time it learned of them in violation of Nasdaq Listing Rule 5625.
As disclosed in the Company current report on Form 10-K, filed July 9, 2009 (the Form 10-K), upon the resignation of the Companys former Chief Executive Officer, Robert Jurkowski, Ms. Zawatski and Mr. Thanos became Co-Chairs of the Companys Board of Directors and assumed increased responsibilities on an interim basis for overseeing operational matters of the Company.
The Company conducted a review of its corporate governance policies and practices in early 2009, and on May 20, 2009 determined that the responsibilities of Ms. Zawatski and Mr. Thanos had evolved over time to the point that collectively they were acting in a capacity similar to that of chief executive officers and therefore were no longer independent. At that time, Ms. Zawatski and Mr. Thanos resigned from the audit, compensation and nominating committees of the Companys Board of Directors. The Nasdaq noted that at this point the Company should have notified the Nasdaq pursuant to Nasdaq Listing Rule 5625. The Company disclosed the corporate governance review and Ms. Zawatski and Mr. Thanoss resignations from the audit, compensation and nominating committees in its Form 10-K.
In its Letter the Nasdaq noted that notwithstanding its failure to comply with continued listing requirements, the Companys failures were not the result of deliberate intent to avoid compliance and the Company acted promptly to cure them. In issuing the Letter, the Nasdaq considered (i) that the Company has not demonstrated a pattern of non-compliance, (ii) once the compliance issue was discovered it was promptly cured in an effective manner, (iii) the Companys violations appeared inadvertent and (iv) the Company has stated its intention to carefully monition Nasdaq requirements to ensure future compliance.
As required by Nasdaq Listing Rule 5810(b), the Company has issued a press release as of October 5, 2009, reporting the receipt of the Notice and the Nasdaq Listing Rules upon which it is based. A copy of the press release is attached hereto as Exhibit 99.1.
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.