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
November
11, 2014
Date
of Report (Date of earliest event reported)
American Spectrum Realty, Inc.
|
|
(Exact name of registrant as
specified in its charter)
|
Maryland
|
001-16785
|
52-2258674
|
(State or Other Jurisdiction of incorporation)
|
(Commission File Number)
|
(I.R.S. Employer Identification No.)
|
2401 Fountain View, Suite 750, Houston, Texas 77057
|
(Address
of principal executive offices)
(Zip Code)
|
(713) 706-6200
|
(Registrant’s telephone number, including area code)
|
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 (see General Instructions A.2.
below):
⃞
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.
The Company received notification on November 11, 2014 from the New York
Stock Exchange (the “Exchange”) that the Company is not in compliance
with NYSE MKT LLC (the “NYSE MKT”) continued listing standards;
specifically, the Company is not in compliance with NYSE MKT Company
Guide (the “Company Guide”) Sections 1003(a)(i), 1003(a)(ii) and
1003(a)(iii) given that its stockholders’ equity before noncontrolling
interest, as reported in its Annual Report on Form 10-K, remains below
compliance as of the year ended December 31, 2013, and that the Company
has reported losses from continuing operations and net losses in each
of the last five fiscal years.
In its notification, received by the Company on November 11, 2014 the
Exchange acknowledged that the Company had resolved the continued
listing deficiency with respect to Company Guide Sections 134 and 1101
in that the Company had filed its Form 10-K by the extended due date of
October 31, 2014. The Exchange also reiterated that the Company is
still required to file its Forms 10-Q no later than December 31, 2014
and informed the Company that its failure to do so will likely result in
the Exchange initiating delisting proceedings.
On September 18, 2014, the Company submitted a plan of compliance to the
Exchange that outlined the Company’s initiatives to bring the Company
back into compliance with the requirements of Sections 1003(a)(i),
1003(a)(ii) and 1003(a)(iii) of the Company Guide. Although the
Exchange’s notification, received November 11, 2014, reiterated the
Company’s non-compliance, the Exchange further indicated that they had
reviewed the Company’s plan of compliance and accepted the plan,
granting a plan period through February 19, 2016 for the Company to
regain compliance as outlined in its plan of compliance. The Exchange
also stipulated that the Company provide them with quarterly updates
concurrent with its interim/annual SEC filings. Additionally, if the
Company is not in compliance with the continued listing standards by
February 19, 2016, or if the Company does not make progress consistent
with its plan of compliance, the Exchange will initiate delisting
proceedings as appropriate.
The Exchange correspondence further acknowledged that the Company had
resolved its deficiency referenced in the Exchange's letter of October
2, 2014 with respect to Company Guide Section 1003(f)(iv) since the
Company had paid its outstanding listing fees.
Although there can be no assurances, the Company expects to regain full
compliance with the continued listing standards by February 19, 2016.
Forward-Looking Statements
The Company’s statements contained in this Current Report on Form 8-K
that are not historical facts are forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act of 1934, as amended. Actual results may differ
materially from those included in the forward-looking statements. The
Company intends those forward-looking statements to be covered by the
safe-harbor provisions for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995, and the Company is
including this statement for purposes of complying with those
safe-harbor provisions. Forward-looking statements, which are based on
certain assumptions and describe future plans, strategies, intentions
and expectations, are generally identifiable by use of the words
"expect," "project," "may," "will," "should," "could," "would,"
"intend," "plan," "propose," "anticipate," "estimate," "believe,"
"continue," "predict," "potential" or the negative of such terms and
other comparable terminology. The Company’s ability to predict results
or the actual effect of future plans or strategies is inherently
uncertain.
Item 8.01. Other Events
On November 14, 2014, American Spectrum Realty, Inc. issued a press
release regarding Item 3.01, described above. A copy of the press
release is filed as Exhibit 99.1 to this Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibits
|
Description
|
|
|
99.1
|
Copy of Press Release issued by American Spectrum Realty, Inc. on
November 14, 2014
|
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.
|
|
AMERICAN SPECTRUM REALTY, INC.
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ William J. Carden
|
|
|
|
William J. Carden
|
|
|
|
Chairman of the Board, President
|
|
|
|
and Chief Executive Officer
|
|
|
|
|
|
Date:
|
November 14, 2014
|
|
|
|
Exhibit 99.1
American
Spectrum Realty -- Notice of Non-Compliance from NYSE MKT
HOUSTON--(BUSINESS WIRE)--November 14, 2014--American Spectrum Realty,
Inc. (NYSE/MKT: AQQ) – a real estate investment management and leasing
company – today announced that on November 10, 2014, the NYSE MKT LLC
(the “Exchange”) responded to the Company’s filing of its 2013 Annual
Report on Form 10-K (“Form 10-K”) and the plan of compliance which the
Company submitted to the Exchange on September 18, 2014 to address
deficiencies with respect to the Company’s stockholders’ equity and net
losses.
On September 15, 2014, the Company received correspondence from the
Exchange noting that the Company had made a reasonable demonstration of
its ability to regain compliance with Section Sections 134 and 1101 of
the NYSE MKT Company Guide (the “Company Guide”) and the Exchange agreed
to grant the Company an additional extension until October 31, 2014 for
the filing of its Form 10-K. The Exchange further agreed that if the
Company complied with the October 31, 2014 deadline for filing of its
Form 10-K, the Exchange would grant an extension to December 31, 2014
for the Company to file its Quarterly Reports on Form 10-Q for the
fiscal quarters ended and ending March 31, June 30 and September 30,
2014 (“Forms 10-Q”).
In its correspondence of November 10, 2014 the Exchange acknowledged
that the Company had resolved the continued listing deficiency with
respect to Company Guide Sections 134 and 1101 in that the Company had
filed its Form 10-K by the extended due date of October 31, 2014. The
Exchange also reiterated that the Company is still required to file its
Forms 10-Q no later than December 31, 2014, and informed the Company
that its failure to do so will likely result in the Exchange initiating
delisting proceedings.
In correspondence dated August 19, 2014, the Exchange noted that the
Company was not in compliance with Sections 1003(a)(i), 1003(a)(ii) and
1003(a)(iii) of the Company Guide due to reported losses from continuing
operations and net losses in each of the past five fiscal years. On
September 18, 2014, the Company submitted a plan of compliance to the
Exchange which outlined the Company’s initiatives to bring the Company
back into compliance with the requirements of Sections 1003(a)(i),
1003(a)(ii) and 1003(a)(iii) of the Company Guide. Although the
Exchange’s correspondence of November 10, 2014 reiterated the Company’s
non-compliance, the Exchange further indicated that they had reviewed
the Company’s plan of compliance and accepted the plan, granting a plan
period through February 19, 2016 for the Company to regain compliance as
outlined in its plan of compliance. The Exchange also stipulated that
they be provided with quarterly updates concurrent with the Company’s
interim/annual SEC filings. Additionally, if the Company is not in
compliance with the continued listing standards by February 19, 2016, or
if the Company does not make progress consistent with its plan of
compliance, the Exchange will initiate delisting proceedings as
appropriate.
The Exchange correspondence further acknowledged that the Company had
resolved its deficiency referenced in the Exchange's letter of October
2, 2014 with respect to Company Guide Section 1003(f)(iv) since the
Company had paid its outstanding listing fees.
Although there can be no assurances, the Company expects to regain full
compliance with the continued listing standards by February 19, 2016.
ABOUT AMERICAN SPECTRUM REALTY, INC.
American Spectrum Realty, Inc. is a real estate investment company that
owns, through an operating partnership, interests in office, industrial,
retail, self-storage, RV parks, retail, multi-family properties and
undeveloped land throughout the United States. American Spectrum
Management Group, Inc., a wholly-owned subsidiary of the Company,
manages and leases all properties owned by American Spectrum Realty,
Inc. as well as for third-party clients, totaling 9 million square feet
in multiple states. Website: www.asrmanagement.com
FORWARD LOOKING STATEMENTS
Certain matters discussed in this release are forward-looking statements
that are subject to risks and uncertainties that could cause actual
results to differ materially from those projected, including the risks
and uncertainties of acquiring, owning, operating and disposing of real
estate. Such risks and uncertainties are disclosed in the Company's past
and current filings with the U.S. Securities and Exchange Commission.
CONTACT:
American Spectrum Realty, Inc.
James Hurn, (713) 706-6200
General
Counsel
jhurn@americanspectrum.com
American Spectrum (AMEX:AQQ)
Historical Stock Chart
From Jun 2024 to Jul 2024
American Spectrum (AMEX:AQQ)
Historical Stock Chart
From Jul 2023 to Jul 2024