Business Context and Reporting Period
Company: Educational Development Corporation
Filing Type: Form 8-K (Current Report)
Report Date: January 7, 2011
Event Date: January 3, 2011 (Notice received); December 14, 2010 (Underlying event)
The Company received a notice from the Nasdaq Stock Market regarding noncompliance with listing rules due to a change in Board composition.
Key Financial Metrics
This filing is a current report regarding corporate governance and listing status. It does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data.
Material Changes
- Board Composition: The resignation of G. Dean Cosgrove from the Board of Directors (reported December 14, 2010) resulted in the Company failing to meet Nasdaq Listing Rule Section 5605.
- Compliance Status: The Company no longer has a majority of Independent Directors, nor does the Audit Committee have the required three independent members.
Outlook, Management Commentary, and Risks
- Remediation Plan: The Board is considering candidates and intends to appoint an independent director to fill the vacancy on the Board and the Audit Committee as soon as possible.
- Timeline: The Company expects to regain compliance prior to its next annual meeting, which is the deadline provided by Nasdaq rules.
- Trading Impact: The notification of noncompliance has no immediate effect on the listing or trading of the Company's common stock on the Nasdaq Capital Market.
Investor Verification Checklist
- Verify the date of the Company's next annual meeting to confirm the compliance deadline.
- Monitor future 8-K filings for the appointment of a new independent director.
- Review the December 14, 2010 Form 8-K for details regarding the resignation of G. Dean Cosgrove.