Current Report Filing (8-k)
July 06 2015 - 2:23PM
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
Date of report (Date of earliest event reported) June 30, 2015
ADDVANTAGE TECHNOLOGIES GROUP, INC.
(Exact name of Registrant as specified in its Charter)
Oklahoma
(State or other Jurisdiction of Incorporation)
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1-10799
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73-1351610
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(Commission File Number)
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(IRS Employer Identification No.)
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1221 E. Houston St., Broken Arrow, Oklahoma
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74012
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(Address of Principal Executive Offices)
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(Zip Code)
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(918) 251-9121
(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 InstructionA.2. below):
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Written Communication 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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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
(a) On July 1, 2015, ADDvantage Technologies Group, Inc. (the “Company”) received notification from Nasdaq that it was no longer in compliance with Nasdaq’s independent director and audit committee requirements as set forth in Listing Rule 5605. This rule requires that the Company’s Board of Directors be composed of a majority of independent directors. The Company’s Board of Directors has been composed of three independent directors and two non-independent directors but the resignation of independent director Paul Largess on June 30, 2015, as disclosed in Item 5.02 below, resulted in an equal number of independent and non-independent directors at the Company. In addition, this rule also requires the Company to have at least three independent directors on the audit committee Mr. Largess’ resignation leaves the audit committee with only two independent directors and causes the Company to no longer be in compliance with this portion of the rule.
The Nasdaq notification has no immediate effect on the listing of the Company’s common stock. Consistent with Listing Rule 5605(b)(a)(A), Nasdaq provides the Company a cure period in order to regain compliance as follows:
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until the earlier of the Company’s next annual shareholders’ meeting or June 30, 2016; or
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if the next annual shareholders’ meeting is held before December 28, 2015, then the Company must evidence compliance no later than December 28, 2015.
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The Company plans to replace Mr. Largess by appointing another independent director within the cure period.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On June 30, 2015, director, Paul Largess, notified ADDvantage Technologies Group, Inc. (the “Company”) of his decision to resign as a member of the Board of Directors. Mr. Largess’ decision to resign is not because of any disagreement with the Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is furnished herewith:
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Exhibit 99.1
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Nasdaq Notification Letter of Non-Compliance with Listing Rule dated July 1, 2015.
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SIGNATURES
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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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ADDvantage Technologies Group, Inc.
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(Registrant)
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Date: July 6, 2015
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/s/ Scott Francis
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Scott Francis
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Vice-President & Chief Financial Officer
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Exhibit Index
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Exhibit Number
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Description
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99.1
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Nasdaq Notification Letter of Non-Compliance with Listing Rule dated July 1, 2015.
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805 King Farm Blvd.
Rockville, MD 20850 / USA
Nasdaq.com
By Electronic Delivery to: sfrancis@addvantagetech.com
July 1, 2015
Mr. Scott A. Francis
Chief Financial Officer
ADDvantage Technologies Group, Inc.
1221 E. Houston
Broken Arrow, Oklahoma 74012
Re: ADDvantage Technologies Group, Inc. (the “Company”)
Nasdaq Symbol: AEY
Dear Mr. Francis:
On June 30, 2015, the Company notified Staff that due to the resignation of independent director Paul F. Largess, the Company no longer complies with Nasdaq’s independent director and audit committee requirements as set forth in Listing Rule 5605.
However, consistent with Listing Rules 5605(b)(1)(A) and 5605(c)(4), Nasdaq will provide the Company a cure period in order to regain compliance as follows:
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until the earlier of the Company’s next annual shareholders’ meeting or June 30, 2016;
or
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if the next annual shareholders’ meeting is held before December 28, 2015, then the Company must evidence compliance no later than December 28, 2015.
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The Company must submit to Nasdaq documentation, including biographies of any new directors, evidencing compliance with the rules no later than this date. In the event the Company does not regain compliance by this date, Nasdaq rules require Staff to provide written notification to the Company that its securities will be delisted. At that time, the Company may appeal the delisting determination to a Hearings Panel.
Our Rules require that the Company promptly disclose receipt of this letter by either filing a Form 8-K, where required by SEC rules, or by issuing a press release. The announcement needs to be made no later than four business days from the date of this letter and must include the continued listing criteria that the Company does not meet.1 The Company must also submit the
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1 Listing Rule 5810(b).
Mr. Scott A. Francis
July 1, 2015
Page 2
announcement to Nasdaq’s MarketWatch Department.2 If the public announcement is made between the hours of 7:00 AM and 8:00 PM Eastern Time, the Company must submit the announcement to Nasdaq’s MarketWatch Department at least ten minutes prior its public release. If the public announcement is made outside of these hours, the Company must submit the announcement prior to 6:50 A.M. Eastern Time. Please note that if you do not make the required announcement trading in your securities will be halted.3
In addition, an indicator will be broadcast over Nasdaq’s market data dissemination network noting the Company’s non-compliance. The indicator will be displayed with quotation information related to the Company’s securities on Nasdaq.com, NasdaqTrader.com and by other third-party providers of market data information. Also, a list of all non-compliant Nasdaq companies and the reason(s) for such non-compliance is posted on our website at https://listingcenter.nasdaq.com. The Company will be included in this list commencing five business days from the date of this letter.
If you have any questions, please contact Shawn Abdool, Listing Analyst, at +1 301 978 8030.
Sincerely,
/s/ Randy Genau
Randy Genau
Director
Nasdaq Listing Qualifications
2 The notice must be submitted to Nasdaq’s MarketWatch Department through the Electronic Disclosure submission system available at www.NASDAQ.net.
3 Listing IM-5810-1.
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