- Current report filing (8-K)
July 07 2010 - 4:18PM
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):
June 30, 2010
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SulphCo,
Inc.
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(Exact
name of registrant as specified in
charter)
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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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4333
W. Sam Houston Pkwy N., Suite 190
Houston,
Texas 77043
(Address
of principal executive offices) (Zip Code)
(713)
896-9100
(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 Instruction A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Section
3 – Securities and Trading Markets
Item
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing
Rule or Standard; Transfer of Listing.
On June
30, 2010, SulphCo, Inc. (the “Company”) received notice (the “Notice”) from the
staff of the NYSE Amex LLC (the “Exchange”) that, based on the Exchange’s review
of publicly available information, the Company does not meet certain of the
Exchange’s continued listing standards as set forth in Part 10 of the Exchange’s
Company Guide (the “Company Guide”).
Specifically,
the Exchange noted that the Company is not in compliance with Section
1003(a)(iii) of the Company Guide, because its stockholders’ equity is less than
$6 million and it has losses from continuing operations and net losses in its
five most recent fiscal years. The Company’s stockholders’ equity was
approximately $5.3 million, as of March 31, 2010.
In order
to maintain listing of the Company’s common stock on the Exchange, the Company
is entitled to submit a plan by July 30, 2010, advising the Exchange of the
actions the Company has taken, or will take, that would bring it into compliance
with the continued listing standard identified above by December 30,
2011. If the Exchange accepts the plan, then the Company will be able
to continue its listing during the plan period up to December 30, 2011, during
which time the Company will be subject to periodic review to determine whether
it is making progress consistent with the plan. If the Exchange does
not accept the Company’s plan, or even if accepted, if the Company is not in
compliance with the continued listing standards at the end of the plan period or
the Company does not make progress consistent with the plan during such period,
then the Exchange may initiate delisting proceedings.
The
Company has begun developing its plan for regaining compliance and has already
informed the Exchange staff that it intends to make a timely submission to the
Exchange in which it will outline the actions and timeframe by which the Company
intends to cure the listing deficiency and to regain its compliance with the
Exchange’s continued listing requirements.
On July
7, 2010, the Company issued a press release announcing the Company had received
the Notice from the staff of the Exchange. A copy of the press
release is furnished as Exhibit 99.1 to this Current Report on Form
8-K.
The
information included herein and in Exhibit 99.1 shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act.
Section
8 – Other Events
Item
8.01. Other Events.
On June
30, 2010, the 127
th
Judicial District Court of Harris County, Texas preliminarily approved a
proposed settlement (the “Proposed Settlement”) regarding the derivative claim
against certain current and former officers and directors of the
Company. The case is known as
Thomas Hendrickson, Derivatively on
Behalf of SulphCo, Inc. v. Rudolf W. Gunnerman, et al
, Cause No.
2008-66743 (the “Lawsuit”). If ultimately approved, the Proposed
Settlement would, among other things, result in the dismissal of the claims
asserted in the Lawsuit with prejudice. The terms contemplated by the
Proposed Settlement will not have a material impact on the financial condition
of the Company. A copy of the Proposed Settlement is attached as
Exhibit 99.2 to this Form 8-K.
On July
7, 2010, the Company issued a press release announcing the Proposed
Settlement. A copy of the press release is furnished as Exhibit 99.1
to this Current Report on Form 8-K.
The
information included herein and in Exhibit 99.1 shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act.
Section
9 - Financial Statements and Exhibits
Item
9.01. Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit
Number
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Exhibit Title or
Description
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99.1
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Press
Release dated July 7, 2010
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99.2
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Notice
of Pendency and Proposed Settlement of Shareholder Derivative
Action
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SIGNATURE
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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SulphCo,
Inc.
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Dated
as of: July 7, 2010
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By:
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/s/ Stanley W.
Farmer
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Name:
Stanley W. Farmer
Title: Vice
President, Chief Financial Officer,
Treasurer
and Corporate Secretary
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