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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 (Date of earliest event reported)
  November 23, 2005 (November 18, 2005)
 
   
PHOENIX FOOTWEAR GROUP, INC.
 
(Exact Name of Registrant as Specified in Its Charter)
Delaware
 
(State or Other Jurisdiction of Incorporation)
     
001-31309   15-0327010
 
(Commission File Number)   (IRS Employer Identification No.)
 
5759 Fleet Street, Suite 220, Carlsbad, California   920088
 
(Address of Principal Executive Offices)   (Zip Code)
(760) 602-9688
 
(Registrant’s Telephone Number, Including Area Code)
 
 
(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):
     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item 9.01 Financial Statements and Exhibits
SIGNATURES
Exhibit Index
EXHIBIT 99.1


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INFORMATION TO BE INCLUDED IN THE REPORT
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
     On November 23, 2005, Phoenix Footwear Group, Inc. (the “Company”) issued a press release announcing the Company’s receipt of a warning letter from the staff of the American Stock Exchange (the “AMEX”) advising the Company of its failure to comply with the continued listing standard described in Section 301 of the AMEX Company Guide, which provides that a listed company is not permitted to issue, or authorize its transfer agent or registrar to issue or register, additional securities of a listed class until it has filed an application for the listing of such additional securities and received notification from the AMEX that the securities have been approved for listing. Attached hereto as Exhibit 99.1 is the press release issued by the Company, which is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
     (c) Exhibits
     
99.1
  Press Release issued November 23, 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.
         
  PHOENIX FOOTWEAR GROUP, INC.
 
 
Date: November 23, 2005  By:   /s/ Kenneth E. Wolf    
    Name:   Kenneth E. Wolf   
    Title:   Chief Financial Officer   
 
Exhibit Index
     
Exhibit Number   Description
99.1
  Press Release issued November 23, 2005