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): October 12, 2007
iMergent, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
001-32277 87-0591719
(Commission File Number) (IRS Employer Identification No.)
754 East Technology Avenue
Orem, Utah 84097
(Address of Principal Executive Offices) (Zip Code)
(801) 227-0004
(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:
|_| 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 October 5, 2007, iMergent, Inc. (the "Company") received a "notice of failure
to satisfy certain of the Exchange's Continued Listing Standards" from the
American Stock Exchange ("Exchange") dated October 4, 2007. Particularly, the
Exchange has determined that the Company had inadequate internal controls which,
in the opinion of the Exchange, is contrary to the public interest. The Exchange
determined that the Company violated Section 1003(f)(iii) of the Company Guide
issued by the Exchange.
As disclosed in the Company's Form 10-Q for the quarter ended March 31, 2007, in
an article in the May 5, 2007 edition of Barron's, it was alleged that Don
Danks, chief executive officer, shared material non-public information with
select individuals and institutional investors.
The Company also reported in Form 8-K on August 30, 2007, an investigation
concerning the allegations found that Mr. Danks appears to have violated
Regulation Fair Disclosure under the federal securities laws by disclosing
material nonpublic information about the Company's fiscal third quarter 2007
earnings to a third party. The investigation found no evidence that Danks
disclosed this information to anyone else. The Company mitigated any potential
misuse of the information contained in the Barron's article by releasing its
quarterly financial information in a press release and in an SEC Form 8-K before
the stock market opened on Monday, May 7, 2007.
In the same letter the Exchange determined that, based on the fact the Company
took prompt corrective action to resolve the matter and ensured that it does not
happen in the future, the Exchange will not apply the continued listing
evaluation and follow up procedures listed in Section 1009 of the Exchange's
Company Guide.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibit is furnished with this Current Report on Form 8-K:
Exhibit
Number Description
99.1 Press release dated October 12, 2007
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.
IMERGENT, INC.
/s/ Robert M. Lewis
-----------------------------------------------
By: Robert M. Lewis, Chief Financial Officer
Date: October 12, 2007