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): April 6, 2005

 

 

EMBARCADERO TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware   000-30293   68-0310015

(State or Other Jurisdiction

of Incorporation)

   (Commission File Number)  

(I.R.S. Employer

Identification Number)

 

100 California Street, Suite 1200, San Francisco, California 94111

(Address of principal executive offices, with zip code)

 

(415) 834-3131

(Registrant’s telephone number, including area code)

 

n/a

(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 (see General Instruction A.2. below):

 

¨ 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.

 

Embarcadero Technologies, Inc. (the “Company”) received a Nasdaq Staff Determination letter on April 6, 2005, notifying the Company that that its securities would be subject to delisting from the Nasdaq National Market due to a violation of Nasdaq Marketplace Rule 4310(c)(14), which requires the timely filing of all required reports with the Securities and Exchange Commission. This resulted from the delayed filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2004. The Company is currently trading under the symbol EMBTE on the Nasdaq National Market.

 

On April 7, 2005, subsequent to receipt of the delisting notice, Embarcadero filed its Annual Report on Form 10-K for fiscal 2004. Embarcadero has informed Nasdaq of this filing and expects that the “E” will be removed when Nasdaq has completed its review of the Annual Report.

 

On April 11, 2005, the Company issued a press release disclosing receipt of the Staff Determination letter from Nasdaq. A copy of this press release is attached as Exhibit 99.1 hereto.

 

Item 9.01 Financial Statements and Exhibits

 

(c) Exhibits

 

Exhibit 99.1    Press release dated April 11, 2005.

 

 

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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.

 

    EMBARCADERO TECHNOLOGIES, INC.

Date: April 12, 2005

  

By:

  

/s/ Raj P. Sabhlok

       

Raj P. Sabhlok

       

Chief Financial Officer

 

 

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EXHIBIT INDEX

 

Exhibit
Number
  

Description of Document

99.1   Press release dated April 11, 2005.

 

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