AMCF Andatee China Marine Fuel Services Corp (CE)

 

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): April 21, 2015

 

Andatee China Marine Fuel Services Corporation

(Exact name of registrant as specified in its charter)

______________

 

Delaware		001-34608		80-0445030
(State or Other Jurisdiction		(Commission		(I.R.S. Employer
of Incorporation)		File Number)		Identification No.)

 

Unit C, No.68 of West Binhai Road, Xigang District, Dalian, P.R. of China

(Address of Principal Executive Office) (Zip Code)

 

011 (86411) 8240 8939

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

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 under the Exchange Act (17 CFR 240.14a-12)

 

¨ 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))

 

 

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

 

On April 21, 2015, Andatee China Marine Fuel Services Corporation (the “Company”) received a staff determination from the Nasdaq Stock Market (“Nasdaq”) informing the Company that since it had not paid certain fees required by Listing Rule 5250(f), the Company will be delisted unless it appeals the staff determination (the “Staff Determination”) in accordance with Nasdaq Listing Rules. Specifically, to appeal the Staff Determination to delist the Company’s securities, the Company must submit a hearing request, along with a $10,000 hearing fee, to the Nasdaq Hearings Department by no later than the close of business on April 28, 2015. As of the date hereof, the Company has remitted all outstanding fees. The foregoing description of the Nasdaq notification is qualified in its entirety by the text of such notification a copy of which is filed as exhibit to this filing.

 

The Company intends to appeal the Staff Determination in accordance with the Nasdaq Listing Rules by requesting an oral hearing before a Hearings Panel (the “Panel”). A hearing request will stay the suspension of the Company’s securities. The time and place of such hearing will be determined by the Panel. There can be no assurance that the Panel will grant the Company’s request for continued listing. If the Panel does not grant the relief sought by the Company, its securities will be delisted from Nasdaq in which event the Company would seek to cause them be quoted in over the counter markets, which may result in a substantially less liquid market for the securities.

 

Item 8.01

Other Events

 

On April 27, 2015, the Company issued a press release relating to the foregoing event, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

 

(c)

Exhibits

 

99.1

Press release dated April 27, 2015.

99.2

Nasdaq Notification letter dated April 21, 2015.

 

 

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.

 

	Andatee China Marine Fuel Services Corporation
	By:	/s/ Wang Hao
		Wang Hao, Chief Executive Officer

 

Date:    April 27, 2015.

 

Exhibit 99.1

 

Andatee Announces Receipt of Nasdaq Continued Listing Deficiency Notice

 

April 27, 2015, DALIAN, Liaoning Province, China - Andatee China Marine Fuel Services Corporation (NASDAQ: AMCF), a producer, distributor, and retailer of quality marine fuel for small cargo and fishing vessels in China (the “Company”), today announced that on April 21, 2015 it received a staff determination from the Nasdaq Stock Market (“Nasdaq”) informing the Company that since it had not paid certain fees required by Listing Rule 5250(f), the Company will be delisted unless it appeals the staff determination (the “Staff Determination”) in accordance with Nasdaq Listing Rules. Specifically, to appeal the Staff Determination to delist the Company’s securities, the Company must submit a hearing request, along with a $10,000 hearing fee, to the Nasdaq Hearings Department by no later than the close of business on April 28, 2015. As of the date hereof, the Company has remitted all outstanding fees.

 

The Company intends to appeal the Staff Determination in accordance with the Nasdaq Listing Rules by requesting an oral hearing before a Hearings Panel (the “Panel”). A hearing request will stay the suspension of the Company’s securities. The time and place of such hearing will be determined by the Panel. There can be no assurance that the Panel will grant the Company’s request for continued listing. If the Panel does not grant the relief sought by the Company, its securities will be delisted from Nasdaq in which event the Company would seek to cause them be quoted in over the counter markets, which may result in a substantially less liquid market for the securities.

 

About Andatee China Marine Fuel Services Corporation

 

Andatee China Marine Fuel Services Corporation, through its subsidiaries, engages in the production, storage, distribution, and trading of blended marine fuel oil for cargo and fishing vessels in the People’s Republic of China. Andatee is based in Dalian, PRC.

 

Safe Harbor Relating to the Forward Looking Statements

 

Statements contained in this press release not relating to historical facts are forward-looking statements that are intended to fall within the safe harbor rule under the Private Securities Litigation Reform Act of 1995. All forward-looking statements included herein are based upon information available to the Company as of the date hereof and, except as is expressly required by the federal securities laws, the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, changed circumstances or future events or for any other reason. To the extent that any statements made here are not historical, these statements are essentially forward-looking. The Company uses words and phrases such as "guidance," "forecasted," "projects," "is expected," "remain confident," "will" and/or similar expressions to identify forward-looking statements in this press release. Undue reliance should not be placed on forward-looking information. The Company may also make written or oral forward-looking statements in its periodic reports filed with the U.S. Securities and Exchange Commission and other written materials and in oral statements made by its officers, directors or employees to third parties. These statements are subject to risks and uncertainties that cannot be predicted or quantified and, consequently, actual results may differ materially from those expressed or implied by these forward-looking statements. Such risk factors include, without limitation, the Company’s ability to submit a plan of compliance that will be approved by the Nasdaq staff, the Company’s ability to complete the 2014 audit and filing of the 2014 Annual Report on Form 10-K within the projected timeframe, its ability to maintain listing of its securities on Nasdaq, the Company’s ability to properly execute our business model, oil price stability, to address price and demand volatility, to counter weather and seasonal fluctuations, to attract and retain management and operational personnel, potential volatility in future earnings, fluctuations in the Company's operating results, our ability to expand geographically into new markets and successfully integrate future acquisitions, our ability to integrate and capitalize on the recent acquisitions, PRC governmental decisions and regulation, and existing and future competition that the Company is facing. Additional risks that could affect our future operating results are more fully described in our U.S. Securities and Exchange Commission filings, including our Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC and other subsequent filings. These filings are available at http://www.sec.gov. The Company may, from time to time, make additional written and oral forward-looking statements, including statements contained in our filings with the SEC and our reports to shareholders. We do not undertake to update any forward-looking statements that may be made from time to time by or on our behalf.

 

Exhibit 99.2

 

	805 King Farm Blvd.
	Rockville, MD 20850 / USA
	Nasdaq.com

 

By Electronic Delivery to: ywanghao@126.com; AOrudjev@schiffhardin.com; pwong@colomagc.com

 

April 21, 2015

 

Mr. Wang Hao

President, Chief Financial Officer

Andatee China Marine Fuel Services Corporation

24/F Xiwang Tower, No. 136, Zhongshan Road

Zhongshan, District

Dalian, PR of China

 

Re:

Andatee China Marine Fuel Services Corporation (the “Company”) – Staff Determination

Invoice Numbers: 0115NA158942 dated January 15, 2015

Customer Number: 100084507

Nasdaq Symbol: AMCF

 

Dear Mr. Hao:

 

The Company has previously been notified by Staff, that it has not paid certain fees required by Listing Rule 5250(f).¹ The Company’s past due fee balance currently totals $40,000. Furthermore, we informed the Company that it would be subject to delisting proceedings if it did not pay the balance of its outstanding fees in full. To date, our records indicate that the Company has not paid its assessed fees and accordingly the Company will be delisted unless it appeals this determination as described below.²

 

If the Company elects not to appeal, then trading of its common stock will be suspended at the opening of business on April 30, 2015, and a Form 25-NSE will be filed with the Securities and Exchange Commission (the “SEC”), which will remove the Company’s securities from listing and registration on The Nasdaq Stock Market.

 

¹ Listing Rule 5250(f) states that “the Company is required to pay all applicable fees as described in the Rule 5900 Series.”

² To satisfy the Company’s outstanding fee balance, please reference your customer number 100084507 and invoice number 0115NA158942 and submit payment (separate from any Hearings fee) by wire transfer as follows:

 

Bank: Wells Fargo Bank, N.A

Bank Address: 420 Montgomery Street, San Francisco, CA 94101

SWIFT Number: WFBIUS6S

ABA Number: 121000248

CHIPS ID: 0407

Beneficiary: The NASDAQ OMX Group, Inc.

Account Number: 2000031405177

Reference: Andatee China Marine Fuel Services Corporation, Annual Fee

 

 

Mr. Wang Hao

April 21, 2015

Page 2

 

Our Rules require that the Company promptly disclose receipt of this letter by either filing a Form 8-K, where required by SEC rules, or by issuing a press release. The announcement needs to be made no later than four business days from the date of this letter and must include the continued listing criteria that the Company does not meet.³ The Company must also submit the announcement to Nasdaq’s MarketWatch Department.⁴ If the public announcement is made between the hours of 7:00 AM and 8:00 PM Eastern Time, the Company must submit the announcement to Nasdaq’s MarketWatch Department at least ten minutes prior its public release. If the public announcement is made outside of these hours, the Company must submit the announcement prior to 6:50 A.M. Eastern Time. Please note that if you do not make the required announcement trading in your securities will be halted.⁵

 

The Company may appeal Staff’s determination to a Hearings Panel (the “Panel”), pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series. A hearing request will stay the suspension of the Company’s securities and the filing of the Form 25-NSE pending the Panel’s decision. Hearing requests should not contain arguments in support of the Company’s position. The Company may request either an oral hearing or a hearing based solely on written submissions. The fee for a hearing is $10,000. Please submit your non-refundable Hearing Request fee in accordance with the instructions provided on the attached “Check Payment Form”.⁶ The request for a hearing and confirmation of payment should be submitted electronically through our Listing Center⁷ and must be received by the Hearings Department no later than 4:00 p.m. Eastern Time on April 28, 2015.

 

As part of Staff’s ongoing review or in response to any submissions the Company has made or will make, Staff may identify additional deficiencies under Nasdaq’s rules. The Company will be formally notified of any such additional deficiencies and the basis for them.

 

Please use the link, “Hearing Requests & Process” on the attached chart for detailed information regarding the hearings process. If you would like additional information regarding the hearings process, please call the Hearings Department at +1 301 978 8203.

 

Listing Rule 5835 prohibits communications relevant to the merits of a proceeding under the Listing Rule 5800 Series between the Company and the Hearings Department unless Staff is provided notice and an opportunity to participate. In that regard, Staff waived its right to participate in any oral communications between the Company and the Hearings Department. Should Staff determine to revoke such waiver, the Company will be immediately notified, and the requirements of Listing Rule 5835 will be strictly enforced.

 

³ Listing Rule 5810(b).

⁴ The notice must be submitted to Nasdaq’s MarketWatch Department through the Electronic Disclosure submission system available at www.NASDAQ.net.

⁵ Listing IM-5810-1.

⁶ The Form also includes a “link” for payment by wire.

⁷ To utilize our electronic form process, please create a user account, if you have not already done so. Once you create a user account, you can begin completing the Hearing Request Form. At any time, you may save your work and complete it at a later time. Upon submission, you will receive a confirmation email. Please note that prior to starting you will need the following company information: current trading symbol, Central Index Key (CIK) code or CUSIP.

 

 

Mr. Wang Hao

April 21, 2015

Page 3

 

If the Company does not appeal Staff’s determination to the Panel, the Company’s securities may be eligible to continue to be quoted on the OTC Bulletin Board or in the “Pink Sheets.” If you have any questions about such quotation please contact FINRA’s Compliance Unit at +1 240 386 5100.

 

If you have any questions, please contact Darryl Bass, Listing Analyst at, +1 301 978 8062.

 

Sincerely,

 

/s/ Randy Genau

Randy Genau

Director

Nasdaq Listing Qualifications

 

Enclosures

 

  

NASDAQ REFERENCE LINKS

 

Topic		Description
NASDAQ Listing Rules		All initial and continued listing rules
Corporate Governance		Board composition , committee requirements and shareholder approval
Fees		FAQ’s Listing Fees
Frequently Asked Questions (FAQ’s)		Topics related to initial listing and continued listing
Hearing Requests & Process		Discussion of the Nasdaq Hearings process
Listing of Additional Shares (LAS)		Explanation of Nasdaq’s Listing of Additional Shares process
Transfer to the Nasdaq Capital Market		Procedures and application to transfer securities to the Nasdaq Capital Market

 

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For payments sent by regular mail:		For payments sent by overnight mail:
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c/o Wells Fargo Bank, N.A.		c/o Wells Fargo Bank, N.A.
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