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 report): January 12, 2006
AMS HEALTH SCIENCES, INC.
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(Exact name of registrant as specified in its charter)
OKLAHOMA 001-13343 73-1323256
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) Number)
711 NE 39th Street, Oklahoma City, OK 73105
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (405) 842-0131
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17
CFR 240.14a-12(b))
[ ] 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))
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 January 12, 2006, AMS Health Sciences, Inc. (the "Company") received a
letter from the American Stock Exchange ("AMEX") giving the Company notice that
the Company does not currently meet the AMEX's continued listing standards as
set forth in Part 10 of the AMEX Company Guide (the "Company Guide").
Specifically, the Company is not in compliance with Section 1003(a)(ii) of the
Company Guide, which provides that AMEX will consider suspending or delisting
securities of a company that has shareholder's equity of less than $4,000,000
and has losses from continuing operations and/or net losses in three out of its
four most recent fiscal years. The Company's shareholder's equity as reported on
its Form 10-Q for the quarter ended September 30, 2005 was $3,737,460 and the
Company recorded net losses for the 2004, 2003 and 2002 fiscal years.
The Company is required to submit a plan to the AMEX by February 12, 2006
of the actions that it plans to take to bring itself back into compliance with
Section 1003(a)(ii) within 18 months from the Company's receipt of the
non-compliance letter (the "Plan"). If the Plan is accepted, the Company may be
able to continue its listing during the Plan period of up to 18 months, during
which time the Company will be subject to periodic review by the AMEX to
determine whether the Company is making progress consistent with its Plan.
The Company is still in the process of formalizing its Plan to return to
compliance with the AMEX listing standards. At this time the Company has
reduced, and plans to continue to reduce, its overhead significantly going
forward. As previously announced in 2005, and irrespective of the AMEX letter,
the Company took actions to target annual cost reductions of approximately
$1,500,000 pre-tax. This includes executive and administrative staff reductions
and other administrative costs. The Company has also implemented a new marketing
plan called Daily Priorities International (DPI), which the Company believes
will result in good growth in its independent associate base, a re-invigoration
of its existing associates, and an increase in its gross revenues.
Attached hereto as Exhibit 9.01 is a copy of the press release issued by
the Company on January 17, 2006 announcing that it had received a notice of
non-compliance of listing standards from AMEX.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
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99.1 Press release dated January 17, 2006
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereto duly authorized.
AMS HEALTH SCIENCES, INC.
/s/ Robin Jacob
By: Robin Jacob
Chief Financial Officer
Date: January 17, 2006
EXHIBIT INDEX
Exhibit
No. Description Method of Filing
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99.1 Press release dated January 17, 2006 Filed herewith electronially