North American Scientific Inc - Current report filing (8-K)
26 9월 2008 - 5:31AM
Edgar (US Regulatory)
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): September 25, 2008
NORTH
AMERICAN SCIENTIFIC, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-26670
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51-0366422
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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|
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20200
Sunburst Street, Chatsworth, CA
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91311
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (818) 734-8600
Check
the
appropriate box below if the Form 8-K filing is intended to be simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425).
o
Soliciting
material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item
3.01
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Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing
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On
September 22, 2008, the Company received
a
determination letter (the “Letter”) from The Nasdaq Stock Market (“Nasdaq”)
indicating
that it
did not comply with the Marketplace Rule 4310(c)(3) (the “Rule”) for continued
listing on NASDAQ Capital Market, which requires the Company to have a minimum
of $2,500,000 in stockholders’ equity or $35,000,000 market value of listed
securities or $500,000 of net income from continuing operations for the most
recently completed fiscal year or two of the three most recently completed
fiscal years
.
The
Letter indicates that Nasdaq Marketplace Rule 4806(d)(1)(B) does not permit
an
issuer that is deficient in stockholders’ equity to present a plan of compliance
to the Nasdaq Staff if such issuer has failed to comply with that provision
within one year of regaining compliance pursuant to an exception by the Nasdaq
Listing Qualifications Panel (the “Panel”). As previously disclosed, the Company
had received an exception letter from Nasdaq dated December 11, 2007 (the
“Compliance Letter”) providing a formal notice that the Panel had granted the
Company’s request to transfer the listing of the Company’s shares from the
Nasdaq Global Market to the Nasdaq Capital Market. Upon successful completion
of
an application and review process, and compliance with the terms of Panel’s
exceptions relating to stockholders’ equity, the Company transferred its
securities to the Capital Market on February 6, 2008.
The
Letter states that since the Company is out of compliance with the Rule within
one year of the Compliance Letter, Staff is not permitted to accept a plan
of
compliance or grant additional time for the Company to regain compliance.
Accordingly, unless the Company requests an appeal of the Staff’s determination
by requesting a hearing before a Panel before 4:00 p.m. Eastern Time on
September 29, 2008, trading of Company’s common stock will be suspended at the
opening of business on October 1, 2008 and a Form 25-NSE will be filed with
the
Securities and Exchange Commission which will remove the Company’s securities
from listing and registration on The Nasdaq Stock Market.
The
Company intends to request an appeal hearing with the Panel by September 29,
2008, to review the delisting determination. Upon Nasdaq’s receipt of a timely
hearing request by the Company, it will ‘stay’ the delisting of the Company’s
common stock pending the Panel’s decision. If the Company decides not to appeal
the Nasdaq Staff’s delisting determination, or if the Panel denies the appeal,
the Company’s common stock will be delisted and removed from registration on The
Nasdaq Stock Market. If the Company’s stock is delisted, the Company expects
that its common stock will trade on the OTC Bulletin Board and/or the “Pink
Sheets” following the approval of an application by one or more market makers to
continue quoting in the Company’s common stock.
On
September 25, 2008, the Company issued a press release announcing the Company’s
receipt of the determination letter from Nasdaq. A copy of the press release
is
attached hereto as Exhibit 99.1 and is incorporated by reference
herein.
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Item
9.01
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Financial
Statements and Exhibits.
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Exhibit
Number
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Description
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99.1
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Press
release issued by North American Scientific, Inc. on September 25,
2008.
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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.
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NORTH
AMERICAN
SCIENTIFIC, INC.
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September
25,
2008
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By:
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/s/ John
B.
Rush
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John
B. Rush
President
and Chief Executive Officer
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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99.1
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Press
release issued by North American Scientific, Inc. on September 25,
2008.
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North American Scientific (MM) (NASDAQ:NASM)
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North American Scientific (MM) (NASDAQ:NASM)
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