O2Diesel Corp - Current report filing (8-K)
February 13 2008 - 4:43PM
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): February 7,
2008
O2DIESEL
CORPORATION
(Exact
name of registrant as specified in its charter)
Commission
file number: 001-32228
|
Delaware
(State
of incorporation)
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91-2023525
(I.R.S.
Employer Identification No.)
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100
Commerce Drive, Suite 301
Newark,
DE
(Address
of principal executive offices)
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19713
(Zip
Code)
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(302)
266-6000
(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:
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)
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))
SECTION
3 -- SECURITIES AND TRADING MARKET
ITEM
3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
On
February 7, 2008, O2Diesel Corporation (the “Company”) received notice that the
staff of the American Stock Exchange (“AMEX”) has determined to proceed with an
application to the Securities and Exchange Commission to remove the common
stock
of the Company from listing and registration on AMEX. This action, which has
been appealed by the Company, is being taken because the Company is not in
compliance with Section 1003(a)(iii) of the AMEX Company Guide, in that its
stockholders’ equity is less than $6 million and it has sustained losses
from continuing operations and/or net losses in its five most recent fiscal
years. In addition, the Company is not in compliance with Section 1003(a)(ii)
as
its stockholders’ equity is less than $4 million and it has sustained
losses from continuing operations and/or net losses in three out of four of
its
most recent fiscal years.
The
Company submitted a plan on July 27, 2007, advising AMEX of the actions the
Company has taken, or will take, that would bring it into compliance with the
applicable listing standards. AMEX accepted this plan on September 13, 2007.
AMEX believes that the Company has not provided sufficient evidence to support
that the plan will result in the Company regaining compliance by December 29,
2008, largely due to the deferral of the ProEco transaction.
The
Company believes it has submitted a plan to AMEX, which would bring it into
compliance with the continued listing standards by December 29, 2008. On
February 12, 2008, the Company appealed the delisting determination by
requesting an oral hearing to present this plan, its progress in achieving
the
plan and maintaining its AMEX listing. The Company’s common stock continues to
trade on AMEX.
There
is
no guarantee that the Company will be successful at maintaining its AMEX
listing. If the Company’s common stock was to be de-listed by AMEX, the Company
expects its shares would continue to be traded as a bulletin board stock.
SECTION
9 - FINANCIAL STATEMENTS AND EXHIBITS
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits:
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99.1
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Text of Press Release, issued by O2Diesel
Corporation on February 13, 2008.
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S
I G N A T U R E
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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O2DIESEL
CORPORATION
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By:
/s/ Alan R.
Rae
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Alan
R. Rae
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|
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Chief
Executive Officer
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Date:
February
13, 2008
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