UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: November 23, 2009
(Date of earliest event reported)
 
GRAPHIC

TRACK DATA CORPORATION
(Exact Name of Registrant as specified in its Charter)

 
     
Delaware
0-24634
22-3181095
(State or other jurisdiction of
(Commission File Number)
(IRS Employer Identification
incorporation or organization)
 
Number)
     


95 Rockwell Place, Brooklyn, New York
11217
(Address of Principal Executives Offices)
(Zip Code)

(718) 522-7373
(Registrant's telephone number including Area Code)

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 follow provisions:

q
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

q
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

q
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

q
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (14 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 November 23, 2009, Track Data Corporation (the “Company”) notified The NASDAQ Stock Market that the Company has determined to voluntarily delist its common stock, par value $0.01 per share (“Common Stock”), from trading on the NASDAQ Global Market and to withdraw the Common Stock from registration under the Securities Exchange Act of 1934, as amended ( the “Exchange Act”). It is anticipated that trading the Common Stock on NASDAQ will cease on or about December 14, 2009. Thereafter, the Common Stock may be eligible for quotation on the Pink Sheets if market makers commit to making a market in the shares.  There can be no assurance that trading in the Common Stock will continue on the Pink Sheets or otherwise.

A copy of the press release announcing the Company’s intention to delist and deregister its Common Stock is attached to this Report as Exhibit 99.1 and is hereby incorporated by reference.

Item 9.01 Financial Statements and Exhibits.
(d)  
Exhibits

Exhibit No.          Description
99.1                      Press Release of the Company, dated November 23, 2009
 
 
 
 
 
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.

 
     
     
     
Date: November 23, 2009
By:
/s/ Martin Kaye
     
   
Martin Kaye
   
CEO, CFO

 

 
 
 


INDEX TO EXHIBITS

Exhibit

No.
Description
99.1  
Press Release of Track Data Corporation dated November 23, 2009 reporting its plan to delist from NASDAQ and deregister its common stock.

 

 
 
 

Exhibit 99.1
GRAPHIC
NEWS RELEASE

TRACK DATA ANNOUNCES PLAN TO
DELIST FROM NASDAQ AND DEREGISTER ITS COMMON STOCK

Brooklyn, NY – November 23 2009 - Track Data Corporation (NASDAQ-TRAC) today announced that it will voluntarily delist its common stock from NASDAQ and, based upon ownership of its shares by fewer than 300 holders of record, deregister its common stock under the Securities Exchange Act of 1934, as amended (“Exchange Act”).

The NASDAQ delisting is expected to become effective on or about December 14, 2009, at which time trading on NASDAQ will cease.  The common stock may thereafter be eligible for quotation on the Pink Sheets if market makers commit to making a market in the Company’s shares.  The Pink Sheets is a centralized quotation service that collects and publishes market maker quotes for over-the-counter securities in real time. The Company can provide no assurance that trading in its common stock will continue on the Pink Sheets or otherwise.

The Company anticipates that its obligation to file current and periodic reports (8-K’s and 10-K’s/Q’s) under the Exchange Act will be suspended on or about the date of the NASDAQ delisting, and that all requirements associated with being an Exchange Act-registered company, including the requirement to file current and periodic reports, will terminate permanently 90 days thereafter.

As previously announced, the Company has received notice from NASDAQ that the market value of its publicly held shares is below the minimum threshold for continued listing and that NASDAQ intends to delist the Company’s common stock from the NASDAQ Global Market if the market value does not satisfy the minimum threshold for a requisite period of time by December 14, 2009.  In light of the decision of the Board of Directors to delist the common stock, the Company will neither appeal a Global Market delisting nor seek to transfer the listing to the NASDAQ Capital Market.

In deciding to delist the Company's common stock from NASDAQ and deregister its common stock under the Exchange Act, the Board of Directors concluded that the costs of maintaining the NASDAQ listing and remaining a public reporting company, including costs of compliance, the demands on management time and the Company resources required to maintain its listed and registered status, outweigh the benefits to the Company and its shareholders of continued NASDAQ listing and Exchange Act registration.

Track Data Corporation provides market data, financial information, quote systems and trading platforms for both professional and individual traders.  The hallmark of Track Data's products and services is fast, reliable technology built by outstanding software engineers in conjunction with investment professionals who have years of stock and options trading experience.

CONTACT: Track Data Corporation
            Laurel Louison,
            718-522-0222
            laurel_louison@trackdata.com