Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On January 8, 2020, the Company received notice (the "Notice") from the New York
Stock Exchange ("NYSE") that the average closing price of the Company's common
stock over a consecutive 30 trading-day period had fallen below $1.00 per share,
which is the minimum price required by the NYSE under Section 802.01C of the
NYSE Listed Company Manual.
The Company plans to notify the NYSE by January 23, 2020 that it intends to cure
the deficiency and return to compliance with NYSE continued listing
requirements. Under the NYSE rules, the Company can cure this deficiency if,
during the six-month period following receipt of the Notice, on the last
trading-day of any calendar month, the Company's common stock has a closing
share price of at least $1.00 and an average closing share price of at least
$1.00 over the 30 trading-day period ending on the last trading day of that
month.
The Company intends to consider available alternatives, including, but not
limited to, a reverse stock split, which would require the approval of a
majority of the Company's stockholders no later than its next annual
shareholders' meeting.
Pursuant to NYSE rules, the Company's common stock will continue to be listed
and traded on the NYSE during the cure periods outlined above, subject to the
Company's compliance with other applicable continued listing requirements. The
current noncompliance with the standards described above does not affect the
Company's ongoing business operations or its reporting requirements with the
Securities and Exchange Commission, nor does it trigger any violation of its
asset-based credit facility or other obligations.
As required under the NYSE rules, the Company issued a press release on January
10, 2020 announcing that it had received the notice of noncompliance. A copy of
the press release is attached as Exhibit 99.1 to this Form 8-K.
Item 7.01. Regulation FD Disclosure.
On January 10, 2020, the Company issued a press release announcing the receipt
of the Notice. The press release is furnished as Exhibit 99.1 hereto.
The information, including Exhibit 99.1 hereto, the Company furnished under Item
7.01 of this report is not deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section. Registration statements or other documents filed
with the Securities and Exchange Commission shall not incorporate this
information by reference, except as otherwise expressly stated in such filing.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibit
Exhibit No. Description
99.1 Press release issued on January 10, 2020
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