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): March 24, 2003
ALPHA HOSPITALITY CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 1-12522 13-3714474
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
707 Skokie Boulevard, Suite 600, Northbrook, Illinois 60062
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (847) 418-3804
ITEM 5. OTHER EVENTS
The Company has received a letter, dated March 21, 2003,
concerning its request for continued inclusion on The Nasdaq
SmallCap Market. The letter, from Nasdaq Counsel Jason S.
Frankl, describes the results of a hearing by the Nasdaq Listing
Qualifications Panel on February 27, 2003, at which the Company
requested an exception from Nasdaq's delisting requirement.
The Panel has determined to continue the listing of the Company
on The Nasdaq SmallCap Market as long as, on or before March 27
2003, the Company provides documentation to Nasdaq evidencing
that it has solicited proxy statements and held its annual
meeting for fiscal 2001 by no later than March 25, 2003.
In order to fully comply with the terms of the exception, the
Company must be able to demonstrate compliance with all
requirements for continued listing on The Nasdaq SmallCap Market.
In the event the Company fails to comply with any of the terms of
the exception, its securities will be delisted from The Nasdaq
Stock Market. In addition, if there is a material change in the
Company's financial or operational character, the Panel has the
right to reconsider the terms of this exception. Any compliance
document will be subject to review by the Panel, which may, in
its discretion, request additional information before determining
that the Company has complied with the terms of the exception.
The Company has scheduled its annual meeting for March 25th.
Assuming that the meeting is completed as scheduled, the Company
expects to be able to submit the required evidence to Nasdaq by
the March 27th deadline.
Stockholders and potential purchasers of the Company's stock
should be aware that the Nasdaq Listing and Hearing Review
Council may, on its own motion, determine to review any Panel
decision within 45 calendar days after issuance of the written
decision. If the Listing Council determines to review the
decision described above, it may affirm, modify, reverse,
dismiss, or remand the decision to the Panel.
Based upon the short duration of the exception and the Company's
indications that it was in compliance with the quantitative
requirements for continued listing on The Nasdaq SmallCap Market,
the Panel elected not to append a fifth character "C" to the
Company's symbol during the exception period.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Exhibits
99.1 Press Release dated March 24, 2003
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 thereunto duly authorized.
Dated: March 24, 2003 ALPHA HOSPITALITY CORPORATION
(Registrant)
By: /s/ Scott A. Kaniewski
Scott A. Kaniewski
Chief Financial Officer
EXHIBIT 99.1
ALPHA HOSPITALITY CORPORATION
707 Skokie Boulevard
Suite 600
Northbrook, IL 60062
Contact:
Scott Kaniewski FOR IMMEDIATE RELEASE
(847) 418-3804
ALPHA ANNOUNCES NOTICE OF EXCEPTION TO NASDAQ LISTING REQUIREMENT
Northbrook, Illinois - March 24, 2003 - Alpha Hospitality
Corporation (NASDAQ and BSE: ALHY) announced today that the
Company has received a letter, dated March 21, 2003, concerning
its request for continued inclusion on The Nasdaq SmallCap
Market. The letter, from Nasdaq Counsel Jason S. Frankl,
describes the results of a hearing by the Nasdaq Listing
Qualifications Panel on February 27, 2003, at which the Company
requested an exception from Nasdaq's delisting requirement.
The Panel has determined to continue the listing of the Company
on The Nasdaq SmallCap Market as long as, on or before March 27
2003, the Company provides documentation to Nasdaq evidencing
that it has solicited proxy statements and held its annual
meeting for fiscal 2001 by no later than March 25, 2003.
In order to fully comply with the terms of the exception, the
Company must be able to demonstrate compliance with all
requirements for continued listing on The Nasdaq SmallCap Market.
In the event the Company fails to comply with any of the terms of
the exception, its securities will be delisted from The Nasdaq
Stock Market. In addition, if there is a material change in the
Company's financial or operational character, the Panel has the
right to reconsider the terms of this exception. Any compliance
document will be subject to review by the Panel, which may, in
its discretion, request additional information before determining
that the Company has complied with the terms of the exception.
The Company has scheduled its annual meeting for March 25th.
Assuming that the meeting is completed as scheduled, the Company
expects to be able to submit the required evidence to Nasdaq by
the March 27th deadline. "A tremendous amount of work was
completed to file the Company's Form 10-K early and hold its
annual meeting on an expedited basis. We are very pleased to
receive this exception from Nasdaq," commented Mr. Berman,
Chairman of the Company.
Stockholders and potential purchasers of the Company's stock
should be aware that the Nasdaq Listing and Hearing Review
Council may, on its own motion, determine to review any Panel
decision within 45 calendar days after issuance of the written
decision. If the Listing Council determines to review the
decision described above, it may affirm, modify, reverse,
dismiss, or remand the decision to the Panel.
Based upon the short duration of the exception and the Company's
indications that it was in compliance with the quantitative
requirements for continued listing on The Nasdaq SmallCap Market,
the Panel elected not to append a fifth character "C" to the
Company's symbol during the exception period.
To the extent the content of this press release includes forward-
looking statements, they involve risks and uncertainties that are
described from time to time in Alpha's reports filed with the
Securities and Exchange Commission. Alpha wishes to caution
readers not to place undue reliance on such forward-looking
statements, which statements are made pursuant to the Private
Securities Litigation Reform Act of 1994, and as such, speak only
as of the date made.
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