UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 4, 2005
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ADVANCED MARKETING SERVICES, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-16002 95-3768341
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation) Identification No.)
5880 Oberlin Drive
San Diego, California 92121
(Address of Principal Executive Offices) (Zip Code)
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Registrant's telephone number, including area code: (858) 457-2500
N/A
(Former name or former address, if changed since last report)
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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.
On April 4, 2005, the New York Stock Exchange, ("NYSE") informed Advanced
Marketing Services, Inc. (the "Company") that, because of the delay in the
filing of its Annual Report on Form 10-K for fiscal year 2004, the Company is
not in compliance with the NYSE's proposed Paragraph 802.01E and that the NYSE
will suspend trading in the Company's stock on the NYSE before the opening of
market on April 19, 2005. The NYSE also stated that trading could be suspended
earlier if there is a material adverse development. Application by the NYSE to
the Securities and Exchange Commission to delist the Company's stock is pending
the completion of applicable procedures, including any appeal by the Company of
the NYSE staff's decision.
On April 7, 2005, the Company issued a public announcement concerning the
suspension of trading by the NYSE. The full text of the public announcement is
included as Exhibit 99.1 to this report.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit 99.1 Public announcement, dated April 7, 2005, of the Company.
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.
ADVANCED MARKETING SERVICES, INC.
Date: April 7, 2005 By: /s/ Curtis R. Smith
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Curtis R. Smith
Executive Vice President and
Chief Financial Officer