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): March 4, 2010
THE INTERGROUP CORPORATION
---------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-10324 13-3293645
---------------------------- ------------ -------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
10940 Wilshire Blvd., Suite 2150, Los Angeles, California 90024
--------------------------------------------------------- --------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (310) 889-2500
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):
[ ] 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 March 4, 2010, The InterGroup Corporation (the "Company") received notice
from the NASDAQ Listing Qualifications Staff (the "Staff Determination")
indicating that the Company's common stock would be subject to delisting from
The NASDAQ Capital Market due to the Company's non-compliance with the minimum
$2.5 million stockholders' equity requirement, as set forth in Listing Rule
5550(b) (the "Rule"), unless the Company requests a hearing before a NASDAQ
Listings Qualification Panel (the "Panel"). The Company intends to timely
request a hearing before the Panel and, accordingly, the Company's common
stock will remain listed on The NASDAQ Capital Market pending a final
determination by the Panel following the hearing.
In connection with the hearing, the Company intends to submit a plan
outlining its strategy for regaining compliance with the Rule. Under NASDAQ's
Listing Rules, the Panel may, in its discretion, determine to continue the
Company's listing pursuant to an exception to the Rule for a maximum of 180
calendar days from the date of the Staff Determination, or through August 31,
2010, in order to permit the Company adequate time to effectuate its plan or
otherwise regain compliance with the Rule. However, there can be no assurance
that the Panel will grant the Company additional time or that the Company's
efforts to maintain the listing of its common stock on NASDAQ will be
successful.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Text of Press Release, dated March 10, 2010 of the
Registrant.
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.
THE INTERGROUP CORPORATION
Dated: March 10, 2010 By /s/ Michael G. Zybala
-----------------------------
Michael G. Zybala
Asst. Secretary and Counsel
-2-
-----------------------------------------------------------------------------
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
99.1 Press Release issued March 10, 2010