Dyadic International Inc - Current report filing (8-K)
December 03 2007 - 3:42PM
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):
November 27,
2007
Dyadic
International, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
333-102629
45-0486747
(State
or
other jurisdiction of incorporation)
(Commission
File Number)
(IRS
Employer Identification No.)
140
Intracoastal Pointe Drive, Suite 404
Jupiter, Florida
33477
(Address
of principal executive offices)
(Zip
Code)
Registrant’s
telephone number, including area code:
(561)
743-8333
(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 (
see
General
Instruction A.2. below):
|
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))
|
Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of
Listing.
On
November 27, 2007, Dyadic International, Inc. (the "
Company
"
or
"
Dyadic
")
received notice from the Listing Qualifications Department staff of the
American
Stock Exchange ("
AMEX
")
indicating that the Company had failed to regain compliance with AMEX's
continued listing standards set forth in Sections 134 and 1101 of the AMEX
Company Guide by the November 16, 2007 deadline previously imposed by AMEX
(as
previously reported in the Company's Current Reports on Form 8-K dated
July 2,
2007 and August 23, 2007) because the Company failed to timely file its
Quarterly Reports on Form 10-QSB for the periods ended March 31, 2007,
June 30,
2007 and September 30, 2007. Accordingly, AMEX has given notice to the
Company
of AMEX's intent to file a delisting application with the Securities and
Exchange Commission to strike the Company's common stock from listing and
registration on AMEX. In accordance with applicable AMEX rules, the Company
has
appealed this determination and requested a hearing before an AMEX Listing
Qualifications Panel. There can be no assurance that the Company's appeal
will
be successful or that the Company's request for continued listing (or any
delay
in delisting) by AMEX will be granted. The halt on trading in the Company's
shares remains in effect at the direction of AMEX, and there can be no
assurance
that trading will ever resume.
The
Company
has been unable to file its Quarterly Reports on Form 10-QSB in 2007
because of
questions concerning the proper accounting treatment regarding the Company's
Asian subsidiaries in view of the previously reported operating and financial
improprieties there. The Company is in discussions with its outside independent
public accounting firm as to how to resolve these issues. There can be
no
assurance as to any resolution of this matter, including whether the
Company
will ever be able to file Quarterly Reports on Form 10-QSB for quarters
in
2007.
Item
8.01. Other Events.
As
previously disclosed in the Company's Current Reports on Form 8-K (filed
on
October 24, 2007 and November 19, 2007), on October 23, 2007, the Company
engaged Gordian Group, LLC ("
Gordian
Group
"),
to
serve as the Company’s investment banker and financial adviser to assist the
Company in evaluating, exploring and, if deemed appropriate, pursuing and
implementing certain strategic and financial options that may be available
to
the Company, including a possible sale, merger, restructuring, recapitalization,
reorganization or other strategic or financial transaction. The Company
expects
later this week to commence implementing a process (the "
Strategic
Process
")
designed to maximize the realizable value of the Company's business and
assets for all Dyadic stockholders, by soliciting indications of interest
from
identified third parties concerning the possible acquisition of the Company
(or
the Company's outstanding stock or assets). The Company's Strategic Process
is
being administered by Gordian Group under the direction of the Executive
Committee of the Board of Directors. No person is authorized to speak for
the Company in connection with the Strategic Process other than Gordian
Group
and other persons authorized by the Executive Committee. In particular,
the Company's former Chief Executive Officer and President, Mark A. Emalfarb,
who was terminated by the Company for cause on September 24, 2007 (as reported
in the Company's Current Report on Form 8-K dated September 24, 2007) but
who
remains a member of the Company's Board of Directors, is not authorized
to
contact third parties or speak on behalf of the Company on any matter relating
to the Strategic Process. In connection with the Strategic Process, the
Company anticipates that by year-end 2007 it will have reached conclusions
on
one or more specific strategic courses of action and will have commenced
taking
steps to implement its conclusions. Notwithstanding this, no conclusion
as to
any specific option or transaction has been reached, nor has any specific
timetable been fixed for accomplishing this effort, and there can be no
assurance that any strategic, financial or other option or transaction
will be
p
resented,
implemented or consummated.
On
November 21, 2007, a fifth complaint was filed in the United States District
Court for the Southern District of Florida (Case No. 07-81105), purporting
to be
a class action lawsuit. The complaint names the Company and Mark A. Emalfarb,
a
director of the Company, as defendants. The lawsuit claims that both or
one of
the defendants, among other things, violated federal securities laws by
issuing
various materially false and misleading statements that had the effect
of
artificially inflating the market price of the Company’s securities and causing
class members to overpay for securities purchased during the period from
April
5, 2006 through April 23, 2007. The complaint seeks, among other things,
unspecified monetary damages and the costs and expenses incurred in prosecuting
the action. The Company intends to vigorously contest and defend the allegations
under the complaint, but no assurance can be given as to the timing, costs
to
defend or the ultimate outcome of this matter. Further, the Company anticipates,
but cannot be certain or assure, that this case will be consolidated with
the
other class actions recently filed in the United States District Court
for the
Southern District of Florida (as previously reported in the Company's recent
Current Reports on Form 8-K), because all of the cases contain similar
allegations and claims and are brought under the federal securities laws.
If the
cases are consolidated, it will result in the selection of a lead plaintiff,
who
will be tasked with litigating the claims against the Company on behalf
of all
putative class members.
On
December 3, 2007, the Company issued a press release regarding the matters
described in this Current Report on Form 8-K. The complete text of the
press
release is attached hereto as Exhibit 99.1.
Item
9.01. Financial Statements and Exhibits.
(c)
The
following exhibit is filed with this report:
Exhibit
Number
|
Description
of Exhibit
|
99.1
|
Press
Release of Dyadic International, Inc. dated December 3,
2007
|
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.
DYADIC
INTERNATIONAL, INC.
Date:
December 3,
2007
By:
/s/
Lisa De La Pointe
___
Name:
Lisa
De La Pointe
|
Title:
|
Executive
Vice President and Chief Financial
Officer
|
Index
to Exhibits
Exhibit
Number
|
Description
of Exhibit
|
99.1
|
Press
Release of Dyadic International, Inc. dated December 3,
2007
|
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