U.S. 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): September 29, 2014
ADVANCED EMISSIONS SOLUTIONS, INC.
(Name of registrant as specified in its charter)
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Delaware |
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000-54992 |
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27-5472457 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification Number) |
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9135 South Ridgeline Boulevard, Suite 200, Highlands Ranch, Colorado |
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80129 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code: (303) 734-1727
Not Applicable
(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:
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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)) |
Item 3.01 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
(a)
On September 29, 2014, Advanced Emissions
Solutions, Inc. (the Registrant) received a determination notice from the Listing Qualifications Staff (the Staff) of The NASDAQ Stock Market LLC (NASDAQ) that the Registrants common stock is subject to
delisting from The NASDAQ Capital Market. The notice, which the Registrant expected, was issued in accordance with standard NASDAQ procedures as a result of the Registrants previous disclosure in its Current Report on Form 8-K filed with the
U.S. Securities and Exchange Commission (the SEC) on September 22, 2014 (File No. 000-54992) that it would not file its Annual Report on Form 10-K for the fiscal year ended December 31, 2013 and its Quarterly Reports on Form
10-Q for the periods ended March 31, 2014 and June 30, 2014 within the exemption period previously granted by the Staff. Timely filing of periodic reports with the SEC is a requirement for continued listing under NASDAQ Listing Rule
5250(c)(1).
The Registrant intends to appeal the Staffs determination and request a hearing before a NASDAQ Hearings Panel (the Panel)
in accordance with the NASDAQ Listing Rules. The appeal and hearing request will automatically stay delisting of the Registrants common stock for 15 days from the date of the hearing request, and will include a request to extend such stay
until the hearing process has concluded. The Registrants common stock will continue to trade on The NASDAQ Capital Market until the Panel issues a determination otherwise. At the hearing, the Registrant will request that the Panel grant a
further extension to permit the Registrant time to file the Registrants delinquent periodic reports with the SEC. The Panel has the authority to continue the Companys listing on The NASDAQ Capital Market, pursuant to an exception to
NASDAQs filing requirement, through as late as March 27, 2015.
As previously disclosed, the Registrant recently hired a new Chief Financial
Officer (CFO). The CFO is working diligently with the Registrants Chief Accounting Officer, the Registrants employees, and other resources to review and address the previously disclosed accounting matters, complete the
on-going re-audits of the 2011 and 2012 financial statements, and file any required restatements. The Registrant continues to re-assess the time required to finalize the re-audits and file any required restatements. However, the Registrant will
continue to use its best efforts to comply with NASDAQ Listing rules by filing the delinquent periodic reports, as well as any subsequent periodic reports that come due, within the period of any extension granted by the Panel.
This report includes forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, which provides a safe
harbor for such statements in certain circumstances. The forward-looking statements include statements or expectations regarding the Registrants ability to address certain accounting and other matters related to the Registrants
financial statements, file the delinquent periodic reports within an extended stay that may be granted by the Panel, if any, and maintain listing of the Registrants common stock on the NASDAQ Capital Market. These statements are based on
current expectations, estimates, projections, beliefs and assumptions of the Registrants management. Such statements involve significant risks and uncertainties. Actual events or results could differ materially from those discussed in the
forward-looking statements as a result of various factors, including but not limited to, changes in laws, regulations, accounting rules and their impact, loss of key personnel, determinations made by the Panel and other factors discussed in greater
detail in the Registrants filings with the SEC. You are cautioned not to place undue reliance on such statements and to consult the Registrants SEC filings for additional risks and uncertainties that may apply to the Registrants
business and the ownership of the Registrants securities. The Registrants forward-looking statements are presented as of the date made, and the Registrant disclaims any duty to update such statements unless required by law to do so.
Item 7.01 |
Regulation FD Disclosure |
On October 3, 2014, the Registrant issued a press release disclosing
receipt of a delisting notice from NASDAQ. A copy of the press release is furnished as Exhibit 99.1 to this report.
In accordance with General Instruction B.2 on Form 8-K, the information set forth in this Item 7.01 and the
press release attached to this report as Exhibit 99.1 are furnished and shall not be deemed to be 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 such information be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
The following is furnished as an exhibit to this report:
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Exhibit No. |
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Description |
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99.1 |
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Press Release, Advanced Emissions Solutions Receives NASDAQ Listing Determination; Intends to Request Hearing, dated October 3, 2014 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: October 3, 2014
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Advanced Emissions Solutions, Inc.
Registrant |
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/s/ L. Heath Sampson |
L. Heath Sampson Chief Financial Officer and
Treasurer |
INDEX TO EXHIBITS
The following is furnished as an exhibit to this report:
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Exhibit No. |
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Description |
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99.1 |
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Press Release, Advanced Emissions Solutions Receives NASDAQ Listing Determination; Intends to Request Hearing, dated October 3, 2014 |
Exhibit 99.1
FOR IMMEDIATE RELEASE
ADVANCED EMISSIONS SOLUTIONS RECEIVES NASDAQ LISTING DETERMINATION; INTENDS TO REQUEST HEARING
HIGHLANDS RANCH, Colorado, October 3, 2014 - Advanced Emissions Solutions, Inc. (NASDAQ:ADES) (the Company) today announced that on
September 29, 2014 it received a letter from the Listing Qualifications Staff (the Staff) of The NASDAQ Stock Market LLC (NASDAQ) indicating the Company did not meet the terms of the exception the Staff granted on
June 6, 2014 under NASDAQ Listing Rule 5250(c)(1) (the Rule) because it did not file all delinquent periodic financial reports and regain compliance with the Rule by September 29, 2014. Unless the Company appeals this
determination to the NASDAQ Hearings Panel (Panel) by October 6, 2014, trading of the Companys common stock will be suspended and the Company delisted from NASDAQ. The Staffs determination letter was issued in accordance
with standard NASDAQ procedures due to the delayed filing of the Companys Form 10-K for the fiscal year ended December 31, 2013 and Forms 10-Q for the fiscal quarters ended March 31, 2014 and June 30, 2014.
The Company will request a hearing before the Panel, which will automatically stay the delisting determination for 15 days. The Company will also request a
further stay until the hearing process is concluded. If the Panel grants the Companys request for a stay, the Companys common stock will continue to trade until the Panel makes a determination following the hearing. Hearings are
typically scheduled to occur 30-45 days after the date of the hearing request. At the hearing, the Company will present its plan to regain compliance with the Rule and request the Panel to grant a further extension to permit the Company time to file
its delinquent periodic reports. The Panel has the authority to grant an exception to the Rule and continue the Companys listing on NASDAQ through March 27, 2015.
The Companys delay in filing its periodic reports is due to its previously disclosed extensive review of its accounting transactions including the
re-audit of its financial statements for 2011 and 2012, assessment of the effectiveness of its internal controls over financial reporting, and the restatement of its previously issued financial statements for the first three quarters of 2013.
The Companys management team and its finance and accounting personnel are working diligently to complete this process, provide the requested information
to its auditors, and finalize the necessary reviews so that its delinquent periodic reports can be filed.
About Advanced Emissions Solutions, Inc.
Advanced Emissions Solutions, Inc. (NASDAQ:ADES) serves as the holding entity for a family of companies that provide emissions solutions to customers
in the power generation and other industries.
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ADA-ES, Inc. (ADA) supplies Activated Carbon Injection (ACI) systems for mercury control, Dry Sorbent Injection (DSI) systems for acid gases, and technology services and other offerings in
support of our customers emissions compliance strategies. ADAs M-ProveTM technology, which reduces emissions of mercury and other metals from PRB coal, is applied directly to coal at
power plants, or offered through a licensing agreement with Arch Coal for application at their mines. In addition, we are developing technologies to advance cleaner energy, including CO2 emissions control technologies through projects funded by the
U.S. Department of Energy (DOE) and industry participants. |
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Clean Coal Solutions, LLC (CCS), is a 42.5% owned joint venture by ADA that provides ADAs patented Refined Coal (RC) CyClean technology to enhance combustion of and reduce emissions of NOx and
mercury from coals in Cyclone Boilers and ADAs patent pending M-45 and M-45-PC technologies for Circulating Fluidized Boilers and Pulverized Coal Boilers respectively. |
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BCSI, LLC is a custom designer and fabricator of engineered emissions control technologies, bulk material handling equipment, bulk storage systems, water/waste water treatment equipment, and custom components. BCSI supplies Dry
Sorbent Injection (DSI) systems for acid gas control using its technologically advanced cool, dry conditioned conveying air systems. BCSIs technical solutions serve a wide range of industrial clients including: coal fired
utilities, water treatment, wastewater, cement kilns, food processing and industrial boilers. BCSI employs engineers and trade professionals at a 190,000+sq. ft. fabrication and office facility located in McKeesport, PA. |
This release includes forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of
1934, which provides a safe harbor for such statements in certain circumstances. The forward-looking statements include statements or expectations regarding the Registrants ability to address certain accounting and other matters
related to the Registrants financial statements, file the delinquent periodic reports within an extended stay that may be granted by the Panel, if any, and maintain listing of the Registrants common stock on the NASDAQ Capital Market;
and statements and expectations regarding our future growth and ability of our technologies to advance cleaner energy and related matters. These statements are based on current expectations, estimates, projections, beliefs and assumptions of the
Registrants management. Such statements involve significant risks and uncertainties. Actual events or results could differ materially from those discussed in the forward-looking statements as a result of various factors, including but not
limited to, changes in laws, regulations, accounting rules and their impact, economic conditions and market demand, loss of key personnel, determinations made by the NASDAQ Hearings Panel, inability to commercialize our technologies on favorable
terms; technical, start-up and operational difficulties; availability of raw materials and equipment; and other factors discussed in greater detail in the Registrants filings with the SEC. You are cautioned not to place undue reliance on such
statements and to consult the Registrants SEC filings for additional risks and uncertainties that may apply to the Registrants business and the ownership of the Registrants securities. The Registrants forward-looking
statements are presented as of the date made, and the Registrant disclaims any duty to update such statements unless required by law to do so.
Graham
Mattison
Vice President, Investor Relations
(720) 889-6206
graham.mattison@adaes.com
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