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

 

March 27, 2003

(Date of earliest event reported)

 

PHOENIX GOLD INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

OREGON

 

000-25866

 

93-1066325

(State or other jurisdiction
of incorporation)

 

(Commission file
Number)

 

(I.R.S. Employer
Identification Number)

 

9300 NORTH DECATUR STREET, PORTLAND, OREGON

 

97203

(Address of principal executive offices)

 

(Zip code)

 

(503) 286-9300

(Registrant’s telephone number, including area code)

 

 



 

PHOENIX GOLD INTERNATIONAL, INC.

Form 8-K

March 27, 2003

 

INDEX

 

Item 5.

Other Events and Regulation FD Disclosure

 

 

Item 7.

Financial Statements and Exhibits

 

 

SIGNATURES

 

 

INDEX TO EXHIBITS

 

2



 

Item 5.    Other Events and Regulation FD Disclosure.

 

On March 27, 2003, Phoenix Gold International, Inc. publicly disclosed in a press release a notification received from The Nasdaq Stock Market, Inc. advising that the Company’s common stock had not maintained a minimum market value of publicly held shares of $1 million as required for continued inclusion in the Nasdaq SmallCap Market in accordance with Marketplace Rule 4310(c)(7).  A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 7.    Financial Statements and Exhibits.

 

(c)     Exhibits.

 

The following exhibit is being filed herewith:

 

99.1  Press Release, dated March 27, 2003, of Phoenix Gold International, Inc.

 

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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 GOLD INTERNATIONAL, INC.

 

 

 

 

 

/s/ Joseph K. O’Brien

 

 

Joseph K. O’Brien

 

Vice President, Chief Financial Officer and Secretary

 

(Principal Financial and Accounting Officer)

 

 

 

 

Dated:  March 31, 2003

 

 

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INDEX TO EXHIBITS

 

Exhibit

 

 

 

 

 

99.1

 

Press Release dated March 27, 2003 of Phoenix Gold International, Inc.

 

5