8-K 1 form8klic11305.txt FORM8KLIC11305 Microsoft Word 11.0.6502;2 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported) November 3, 2005 LYNCH INTERACTIVE CORPORATION -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware 1-15097 06-1458056 -------------------------------------------------------------------------------- (State or other (Commission File (IRS Employer Jurisdiction of Number) Identification) Incorporation) 401 Theodore Fremd Avenue Rye, New York 10580 -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code: 914-921-8821 ITEM 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule ------------------------------------------------------------------- or Standard. ------------ On November 3, 2005 the Board of Directors of Lynch Interactive Corporation approved an amendment to the company's Restated Certificate of Incorporation to effect a one-for-one hundred reverse stock split. The effect of the reverse split will be to reduce the number of shareholders of record below 300 so that the company can delist from the American Stock Exchange, where the company's shares are principally listed, and deregister its shares under the Securities Exchange Act of 1934, as amended. The amendment is expected to be effective on or about November 10, 2005. Attached as Exhibit 99.1 is a copy of the press release describing the Board's action with respect to the reverse stock split. 1 SIGNATURE Pursuant to requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this current report to be signed on its behalf by the undersigned hereunto duly authorized. LYNCH INTERACTIVE CORPORATION /s/ John A. Cole ---------------- John A. Cole Vice President, General Counsel and Secretary Date: November 3, 2005 2 EXHIBIT INDEX Exhibit 99.1--Press Release of Lynch Interactive Corporation, dated November 3, 2005. 3