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
February
19, 2015
Date
of Report
(Date
of earliest event reported)
American Spectrum Realty, Inc.
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(Exact name of registrant as
specified in its charter)
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Maryland
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001-16785
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52-2258674
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(State or Other Jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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2401 Fountain View, Suite 750, Houston, Texas 77057
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(Address
of principal executive offices)
(Zip Code)
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(713) 706-6200
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(Registrant’s telephone number, including area code)
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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.
On February 19, 2015, American Spectrum Realty, Inc., a Maryland
corporation (the “Company”) received a letter indicating that the staff
of NYSE Regulation, Inc. (“NYSE Regulation”) has determined to commence
proceedings to delist the Company’s common stock from the NYSE MKT LLC
(the “NYSE MKT”). Trading in the Company’s common stock has been halted
on a continuous basis since NYSE Regulation initiated a trading halt on
April 15, 2014. Trading in the Company’s common stock was immediately
suspended intra-day on February 19, 2015. As determined by NYSE
Regulation, the suspension is the result of:
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the Company’s inability to complete its outstanding SEC filings,
per Sections 134 and 1101 of the NYSE MKT Company Guide (the
“Company Guide”);
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the financial condition of the Company, which is so impaired that
it appears questionable, in the opinion of the NYSE MKT, as to
whether the Company will be able to continue operations and/or
meet its obligations as they mature, per Section 1003(a)(iv) of
the Company Guide; and
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●
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the Company’s failure to timely disclose corporate events per
Section 1003(d) of the Company Guide.
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As previously disclosed on November 14, 2014 and January 8, 2015, the
Company had submitted plans to the NYSE MKT outlining steps to regain
compliance with the requirements of the Company Guide and the NYSE MKT
had granted the Company a period through February 19, 2016 for the
Company to regain compliance as outlined in its plans of compliance, so
long as the Company made progress consistent with such plans. However,
due to the financial condition of the Company, the Company was unable to
make progress consistent with such plans, and accordingly, the Board has
determined it to be in the best interest of the Company and its
shareholders to not appeal NYSE Regulation’s delisting determination.
Currently, the Company’s shares of common stock are quoted on the Pink
Sheets, LLC under the symbol “AQQS”.
On February 25, 2015, the Company 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
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Description
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99.1
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Copy of Press Release issued by the Company on February 25, 2015.
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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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AMERICAN SPECTRUM REALTY, INC.
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By:
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/s/ William J. Carden
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William J. Carden
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Chairman of the Board, President
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and Chief Executive Officer
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Date:
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February 25, 2015
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Exhibit 99.1
American
Spectrum Realty – Receives Letter from the NYSE MKT that it has
Determined to Initiate Delisting Proceedings
HOUSTON--(BUSINESS WIRE)--February 25, 2015--American Spectrum Realty,
Inc. (NYSE/MKT: AQQ) – a real estate investment management and leasing
company – today announced that it has received a letter indicating that
the staff of NYSE Regulation, Inc. has determined to commence
proceedings to delist the Company’s common stock from the NYSE MKT LLC.
Trading in the Company’s common stock has been halted on a continuous
basis since NYSE Regulation initiated a trading halt on April 15, 2014.
Trading in the Company’s common stock was immediately suspended
intra-day on February 19, 2015. As determined by NYSE Regulation, the
suspension is the result of:
-
the Company’s inability to complete its outstanding SEC filings, per
Sections 134 and 1101 of the NYSE MKT Company Guide;
-
the financial condition of the Company, which is so impaired that it
appears questionable, in the opinion of the NYSE MKT, as to whether
the Company will be able to continue operations and/or meet its
obligations as they mature, per Section 1003(a)(iv) of the Company
Guide; and
-
the Company’s failure to timely disclose corporate events per Section
1003(d) of the Company Guide.
As previously disclosed on November 14, 2014 and January 8, 2015, the
Company had submitted plans to the NYSE MKT outlining steps to regain
compliance with the requirements of the Company Guide and the NYSE MKT
had granted the Company a period through February 19, 2016 for the
Company to regain compliance as outlined in its plans of compliance, so
long as the Company made progress consistent with such plans. However,
due to the financial condition of the Company, the Company was unable to
make progress consistent with such plans, and accordingly, the Board has
determined it to be in the best interest of the Company and its
shareholders to not appeal NYSE Regulation’s delisting determination.
Currently, the Company’s shares of common stock are quoted on the Pink
Sheets, LLCunder the symbol “AQQS”.
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/commercial, retail, self-storage, 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 7 million
square feet in multiple states. Website: www.asrmanagement.com
FORWARD LOOKING STATEMENTS
The Company’s statements contained in this press release 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. 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.
Jay Carden, 713-706-6200
Chairman
of the Board, President
and Chief Executive Officer
American Spectrum (AMEX:AQQ)
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