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): February 23, 2015
_____________
LIFE PARTNERS HOLDINGS, INC.
(Exact name of registrant as specified in
its charter)
| Texas |
0-7900 |
74-2962475 |
|
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
|
204 Woodhew
Waco, Texas |
76712 |
| (Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including
area code: (254) 751-7797
___________________
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) |
| ¨ | 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 23, 2015, Life Partners Holdings, Inc. (the “Company”)
received a letter from the Nasdaq Listing Qualifications staff notifying it of an Additional Staff Determination relating to the
delisting proceedings previously disclosed in a Form 8-K filed with the Securities and Exchange Commission on January 26, 2015.
After reviewing the Company’s public filings and such other information as is publicly available, in accordance with Listing
Rules 5101 and IM-5101-1, Nasdaq determined that the following public interest concerns constitute an additional basis to delist
the Company’s securities from The Nasdaq Stock Market. These concerns are based on the following factors relating to the
district court order in the action styled Securities and Exchange Commission v. Life Partners Holdings, Inc., Brian Pardo and
R. Scott Peden:
| · | The jury findings that the Company’s executive officers participated in filing false and misleading financial statements
with the SEC; and |
| · | The history of egregious misconduct by the Company’s executive officers. |
Nasdaq also stated that the Company failed to make prompt disclosure
of material information as required by Listing Rule 5250(b) (1), particularly the approximately $46 million in sanctions imposed
on the Company and certain of its executive officers by the court order, until it filed its Quarterly Report on Form 10-Q for the
period ended November 30, 2014, which constitutes a separate and additional basis for delisting.
The Company has submitted a hearing request relating to the
delisting proceedings, which is scheduled for March 19, 2015. The Company currently plans to appeal Nasdaq’s determination;
however, there can be no assurance that the Company will be successful in its appeal or will be able to regain compliance with
applicable Nasdaq Listing Rules.
On February 27, 2015, the Company issued a press release relating
to the notice, a copy of which is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. |
Description |
| 99.1 |
Press Release, dated February 27, 2015 |
| |
|
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.
| |
LIFE PARTNERS HOLDINGS, INC. |
| |
|
|
| |
|
|
| Date: February 27, 2015 |
By: |
/s/ Colette Pieper |
|
| |
|
Colette Pieper |
| |
|
Chief Executive Officer |
EXHIBIT INDEX
| Exhibit No. |
Description |
| 99.1 |
Press Release, dated February 27, 2015 |
Exhibit 99.1
LIFE PARTNERS HOLDINGS, INC. ANNOUNCES
RECEIPT OF NASDAQ LETTER RELATING TO
ADDITIONAL STAFF DETERMINATION
OF NON-COMPLIANCE WITH LISTING RULES
Waco, TX - February 27, 2015 - Life Partners Holdings, Inc.
(the “Company”)(Nasdaq GS: LPHI) announced today that on February 23, 2015, the Company received a letter from the
Nasdaq Listing Qualifications staff notifying it of an Additional Staff Determination relating to the delisting proceedings previously
disclosed in a Form 8-K filed with the Securities and Exchange Commission on January 26, 2015. After reviewing the Company’s
public filings and such other information as is publicly available, in accordance with Listing Rules 5101 and IM-5101-1, Nasdaq
determined that the following public interest concerns constitute an additional basis to delist the Company’s securities
from The Nasdaq Stock Market. These concerns are based on the following factors relating to the district court order in the action
styled Securities and Exchange Commission v. Life Partners Holdings, Inc., Brian Pardo and R. Scott Peden:
| · | The jury findings that the Company’s executive officers participated in filing false and misleading financial statements
with the SEC; and |
| · | The history of egregious misconduct by the Company’s executive officers. |
Nasdaq also stated that the Company failed to make prompt disclosure
of material information as required by Listing Rule 5250(b) (1), particularly the approximately $46 million in sanctions imposed
on the Company and certain of its executive officers by the court order, until it filed its Quarterly Report on Form 10-Q for the
period ended November 30, 2014, which constitutes a separate and additional basis for delisting.
The Company has submitted a hearing request relating to the
delisting proceedings, which is scheduled for March 19, 2015. The Company currently plans to appeal Nasdaq’s determination;
however, there can be no assurance that the Company will be successful in its appeal or will be able to regain compliance with
applicable Nasdaq Listing Rules.
Life Partners Holdings, Inc. is the parent company of
the world’s oldest company engaged in the secondary market for life insurance, commonly called “life settlements.”
Since its incorporation in 1991, Life Partners, Inc. has completed over 162,000 transactions for its worldwide client base of over
30,000 high net worth individuals and institutions in connection with the purchase of over 6,500 policies totaling over $3.2 billion
in face value.
Safe Harbor
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995: This news release contains forward-looking statements as that term is defined in the Private Securities Litigation
Reform Act of 1995. These forward-looking statements include statements that relate to the intent, beliefs, plans or expectations
of the Company or its management, as well as any estimates or projections for the outcome of events that have not yet occurred
at the time of this news release. All statements other than statements of historical fact are forward-looking statements. All forward-looking
statements made by the Company are predictions and not guarantees of future performance, involve material risks and uncertainties
and are subject to change based on factors that are difficult to predict and that may be beyond the Company’s control. Such
factors include, but are not limited to: those described under the “Risk Factors” section and elsewhere in the Company’s
Current Report on Form 8-K filed with the Securities Exchange Commission on February 23, 2015 and its most recent Quarterly Report
on Form 10-Q filed with the Securities Exchange Commission on January 14, 2015, as well as in other past filings with the Securities
and Exchange Commission; the risk that the Company may not be able to successfully comply with Nasdaq’s minimum bid requirement
within the 180 day compliance period, including for reasons outside of the Company’s control; risks and uncertainties relating
to the bankruptcy filing by the Company, including but not limited to, (i) the Company’s ability to obtain Bankruptcy Court
approval with respect to motions in the Chapter 11 cases including maintaining strategic control as debtor-in-possession, (ii)
the ability of the Company and its subsidiaries to prosecute, develop and consummate a plan of reorganization, (iii) the effects
of the Company’s bankruptcy filing on the Company and on the interests of various constituents, (iv) Bankruptcy Court rulings
in the Chapter 11 cases as well the outcome of all other pending litigation and the outcome of the Bankruptcy case in general,
(v) the length of time the Company will operate under the Chapter 11 protection, (vi) risks associated with third party motions
in the Chapter 11 cases, which may interfere with the Company’s ability to develop and consummate a plan of reorganization,
(vii) the potential adverse effects of the Chapter 11 proceedings on the Company’s liquidity or results of operations, (viii)
the potential adverse effects of the Chapter 11 proceedings on regulatory and licensing agencies of our primary operating subsidiary,
Life Partners, Inc., and (ix) increased legal costs to execute the Company’s reorganization, and other risks and uncertainties.
The Company cautions that the trading in the Company’s securities during the pendency of the Chapter 11 case is highly speculative
and poses substantial risks. A plan of reorganization could result in the Company’s outstanding common stock to be diluted
or extinguished and the holders of the Company’s common stock may not receive any consideration. Accordingly, the Company’s
future performance and financial results may differ materially and/or adversely from those expressed or implied in any such forward-looking
statements. You should not place undue reliance on forward-looking statements. The Company will not undertake to publicly update
or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed
or implied therein will not be realized.
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LPHI-G
Contact:
Life Partners Holdings, Inc.
Andrea Atwell, 254-751-7797
Shareholder Relations
info@LPHI.com
www.lphi.com