Tarpon Industries, Inc. - Current report filing (8-K)
November 06 2007 - 4:54PM
Edgar (US Regulatory)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
October 31, 2007
Date of Report (Date of earliest event reported)
TARPON INDUSTRIES, INC.
(Exact name of registrant as specified in its Charter)
Michigan 001-32428 30-0030900
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
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2420 Wills Street
Marysville, Michigan 48040
(Address of principal executive offices) (Zip Code)
(810) 364-7421
Registrant's telephone number, including area code
(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
(17CFR240.14a-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))
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
On October 31, 2007, the Registrant received a letter from the American
Stock Exchange ("AMEX") indicating that the AMEX listing qualifications staff
had determined to initiate delisting proceedings against the Registrant due to
the Registrant's inability to maintain compliance with certain AMEX continued
listing requirements pursuant to the AMEX Company Guide Section 1009.
Specifically, the AMEX staff has determined that the Registrant was not in
compliance with Section 1003(a)(iv) of the AMEX Company Guide in that it has
sustained substantial losses in relation to its overall operations or its
existing financial resources, or its financial condition has become so impaired
that it appears questionable, in the opinion of the AMEX, as to whether the
company will be able to continue operations and meet its obligations as they
mature.
The determination was made after the Registrant had failed to regain
compliance with the continued listing standards by the September 30, 2007
deadline, and following the staff's review of the Registrant's previously
submitted plan of compliance and subsequent public filings. The Registrant had
previously shown progress and had been granted extensions since the first due
date in 2006.
The Registrant's Board of Directors has decided not to exercise the
Registrant's right to appeal the staff's determination and, consequently, will
not contest the delisting of its securities from AMEX which delisting will
become effective on November 7, 2007. The Registrant anticipates that its stock
will continue to trade on AMEX until about November 14, 2007. Thereafter the
Registrant will seek to have its stock trade on the OTC Bulletin Board
("OTCBB"), under a new stock symbol, but there can be no assurance this
transition will occur by November 14, 2007 or that the Registrant's securities
will, in fact, be quoted on the OTCBB. In the event the Registrant is unable to
move its securities to the OTCBB, they may be moved to and trade on the Pink
Sheets. At an appropriate time in the future, the Registrant may seek to qualify
for an exchange listing.
Item 9.01 Financial Statements and Exhibits
99.1 Press release dated November 6, 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.
TARPON INDUSTRIES, INC.
Date: November 6, 2007
By: /s/ James W. Bradshaw
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James W. Bradshaw, Chief Executive Officer
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