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
September
19, 2014
Date
of Report (Date of earliest event reported)
American Spectrum Realty, Inc.
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(Exact name of registrant as
specified in its charter)
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Maryland
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001-16785
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52-2258674
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(State or Other
Jurisdiction of
incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification
No.)
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2401 Fountain View, Suite 750, Houston, Texas 77057
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(Address
of principal executive offices)
(Zip Code)
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(713) 706-6200
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(Registrant’s telephone number, including area code)
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(Former name or former address, if changed since last report)
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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 Instructions A.2.
below):
⃞
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
⃞
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 8.01 Other Events.
American Spectrum Realty, Inc. (the “Company”) filed a Form 12b-25
Notification of Late Filing on March 31, 2014 (the “Original 12b-25”)
confirming that the Company would be delaying the filing of the
Company’s Form 10-K for the fiscal year ended December 31, 2013 (the
“2013 Form 10-K”).
In the Original 12b-25 the Company disclosed, among other things that,
as a result of the departure of the Company’s Chief Financial Officer,
the Company is working with its accountants and consultants and
reviewing its financial records, including journal entries and account
balances related to the Company’s financial statements for the period
ended December 31, 2013. In addition, the Company disclosed that the
Company and its consultants are continuing to evaluate the purchase
price allocation and disclosures related to the transaction reported in
the Form 8-K filed on January 7, 2014 (the “Purchase Price Allocation
Issue”).
The Company filed a Current Report on Form 8-K on April 22, 2014,
disclosing the records review and the Purchase Price Allocation Issue,
and confirming the intention of the Company to file the 2013 Form 10-K
as soon as practicable. As a result of the records review and the
Purchase Price Allocation Issue, the Company is delaying the filing of
the Company’s Form 10-Q for the quarter ended March 31, 2014 (the “2014
March Form 10-Q”). The Company continues to work diligently to review
its financial records and resolve the Purchase Price Allocation Issue
and intends to file the 2013 10-K and the 2014 March Form 10-Q as soon
as practicable.
The Company filed a Current Report on Form 8-K on May 29, 2014,
disclosing the records review and the Purchase Price Allocation Issue,
and their impact on the timing of the filing of the 2013 Form 10-K and
the 2014 March Form 10-Q, and the receipt by the Company of
correspondence from NYSE MKT LLC (the “Exchange”) advising the Company
that it is not in compliance with certain of the Exchange’s continued
listing standards. The Company submitted to the Exchange a compliance
plan (the “Plan”) and is working to regain compliance with the
applicable continued listing standards within the timeframe specified in
the Plan.
On June 25, 2014, the Company received correspondence from the Exchange,
notifying the Company that the Exchange accepted the Company's plan and
granted the Company extensions to regain compliance with the continued
listing standards of the Exchange to no later than July 15, 2014 for the
2013 Form 10-K and no later than August 18, 2014 for the 2014 March Form
10-Q.
On August 4, 2014, the Company received correspondence from the
Exchange, notifying the Company that the Exchange accepted the Company's
plan and granted the Company further extensions to regain compliance
with the continued listing standards of the Exchange to no later than
September 2, 2014 for the 2013 Form 10-K and no later than October 3,
2014 for the 2014 March Form 10-Q (collectively, the "Plan
Periods"). The Company will be subject to periodic review by the
Exchange during the Plan Periods. Failure to make progress consistent
with the Plan or to regain compliance with the continued listing
standards by the end of the Plan Periods could result in the Company
being delisted from the Exchange.
On August 19, 2014, the Company received correspondence from the
Exchange, notifying the Company that it was not in compliance with
certain of the Exchange’s continued listing standards based on the
Company’s stockholders’ equity and net losses, and requiring the Company
to submit a compliance plan to regain compliance with such listing
standards. On September 15, 2014, the Company received additional
correspondence from the Exchange notifying the Company of the extension
of time until October 31, 2014 for the filing of the Company’s 2013 Form
10-K, and if that deadline is met, an extension to December 31, 2014 to
file the Company’s Quarterly Reports on Form 10-Q for the fiscal
quarters ended and ending March 31, June 30 and September 30, 2014. On
September 18, 2014, the Company submitted to the Exchange its required
compliance plan addressing deficiencies with respect to the Company’s
stockholders’ equity and net losses. The compliance plan outlined the
company’s initiatives to regain compliance with the applicable continued
listing standards within the timeframe specified in Section 1009.
The Company’s statements contained in this Current Report on Form 8-K
that are not historical facts are forward-looking statements within the
meaning of Section 27A of the Securities act and Section 21E of the
Securities Exchange Act of 1934, as amended. Actual results may differ
materially from those included in the forward-looking statements. The
Company intends those forward-looking statements to be covered by the
safe-harbor provisions for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995, and the Company is
including this statement for purposes of complying with those
safe-harbor provisions. Forward-looking statements, which are based on
certain assumptions and describe future plans, strategies, intentions
and expectations, are generally identifiable by use of the words
“expect,” “project,” “may,” “will,” “should,’“ “could,” “would,”
“intend,” “plan,” “purpose,” “anticipate,” “estimate,” “believe,”
“continue,” “predict,” “potential” or the negative of such terms and
other comparable terminology. The Company’s ability to predict results
or the actual effect of future plans or strategies is inherently
uncertain.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Exhibit Description
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99.1
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Press release issued by American Spectrum Realty dated as of
September 19, 2014
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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.
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AMERICAN SPECTRUM REALTY, INC.
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By:
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/s/ William J. Carden
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Name:
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William J. Carden
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Title:
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Chairman of the Board, President
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and Chief Executive Officer
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Date:
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September 19, 2014
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-4-
E 8-K Comboxhibit 99.1
American
Spectrum Realty -- Notice of Non-Compliance from NYSE MKT
HOUSTON--(BUSINESS WIRE)--September 19, 2014--American Spectrum Realty,
Inc. (NYSE/MKT: AQQ) – a real estate investment management and leasing
company – today announced that it had submitted a new plan of compliance
to the NYSE MKT LLC (the “Exchange”) to address how it intended to
regain compliance with Sections 134 and 1101 of the NYSE MKT Company
Guide (the “Company Guide”).
On August 19, 2014, the Company received correspondence from the
Exchange notifying the Company that it was not in compliance with
certain of the Exchange’s continued listing standards based on the
Company’s stockholders’ equity and net losses, and failure to timely
file its Annual Report on Form 10-K for the fiscal year ended December
31, 2013 (“2013 Form 10-K“) and Form 10-Q for the fiscal quarters ended
March 31 and June 30, 2014.
On September 15, 2014, the Company received additional correspondence
from the Exchange stating that although the Company did not meet the
deadlines provided in its earlier plan of compliance, the Company had
made a reasonable demonstration of its ability to regain compliance with
Sections 134 and 1101 of the Company Guide, and, in accordance with
Section 1009 of the Company Guide, the Exchange had agreed to the
Company’s revised plan period. The Exchange has agreed to an extension
of time until October 31, 2014 for the filing of the Company’s 2013 Form
10-K, and if that deadline is met, an extension to December 31, 2014 to
file the Company’s Quarterly Reports on Form 10-Q for the fiscal
quarters ended and ending March 31, June 30 and September 30, 2014
("Revised Plan Period").
On September 18, 2014, the Company submitted to the Exchange its
required compliance plan addressing deficiencies with respect to the
Company’s stockholders’ equity and net losses. The compliance plan
outlined the company’s initiatives to regain compliance with the
applicable continued listing standards within the timeframe specified in
Section 1009.
The Company continues to work towards compliance under the Revised Plan
Period and intends to file the 2013 Form 10-K and Quarterly Reports on
Form 10-Q for the fiscal quarters ended March 31 and June 30, 2014 as
soon as practicable.
ABOUT AMERICAN SPECTRUM REALTY, INC.
American Spectrum Realty, Inc. is a real estate investment company that
owns, through an operating partnership, interests in office, industrial,
retail, self-storage, RV parks, retail, multi-family properties and
undeveloped land throughout the United States. American Spectrum
Management Group, Inc., a wholly-owned subsidiary of the Company,
manages and leases all properties owned by American Spectrum Realty,
Inc. as well as for third-party clients totaling 10 million square feet
in multiple states. Website: www.asrmanagement.com
FORWARD LOOKING STATEMENTS
Certain matters discussed in this release are forward-looking statements
that are subject to risks and uncertainties that could cause actual
results to differ materially from those projected, including the risks
and uncertainties of acquiring, owning, operating and disposing of real
estate. Such risks and uncertainties are disclosed in the Company's past
and current filings with the U.S. Securities and Exchange Commission.
CONTACT:
American Spectrum Realty, Inc.
James Hurn, (713) 706-6200
General
Counsel
jhurn@americanspectrum.com
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