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):
August 18, 2008
ENERGY
INFRASTRUCTURE ACQUISITION CORP.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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001-32941
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20-3521405
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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Suite
1300, 1105 North Market Street, Wilmington, Delaware
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19899
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(302)
655-1771
(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 Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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
2.02. Results of Operations and Financial Condition.
On
August
18, 2008, Energy Infrastructure Acquisition Corp. (the “Company”), a Delaware
corporation, issued a press release announcing preliminary financial results
for
its second quarter of 2008. A copy of the press release is attached
to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein
by
reference.
As
provided in General Instruction B.2 of SEC Form 8-K, such information shall
not
be deemed “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, and it shall not be deemed incorporated by reference in
any
filing under the Securities Act of 1933, as amended, or under the Exchange
Act,
whether made before or after the date hereof, except as expressly set forth
by
specific reference in such filing to this Current Report on Form
8-K.
Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
On
August
19, 2008, the Company received a letter from the American Stock Exchange
(“Amex”) regarding the Company’s non-compliance with Sections 134 and 1101 of
the Amex Company Guide due to the Company’s delay in filing its Form 10-Q for
the quarter ended June 30, 2008. The Company is currently in the process
of
completing its review of its financial statements for the period ended June
30,
2008 and expects to complete such review and file its quarterly report on
Form
10-Q as soon as practicable.
Additionally,
as a result of the resignation of Mr. Peter Blumen, who was a member of the
Company’s Board of Directors as well as the Company’s three person audit
committee, the letter from the Amex also discussed the Company’s non-compliance
with Sections 803(2)(a) and 803B(2)(a) of the Amex Company Guide, which requires
the Company to have a majority of independent directors on its Board of
Directors, as well as an audit committee comprised of three independent
directors. The Company has until the earlier of its next annual shareholders’
meeting, or July 20, 2009, to regain compliance and appoint an independent
director to serve on its board and audit committee.
A
copy of
the press release announcing that the Company received the letter from the
Amex,
as is required under Section 402 of the Amex Company Guide, is attached to
this
Current Report on Form 8-K as Exhibit 99.2 and incorporated herein by
reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits:
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No.
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Description
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99.1
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Energy
Infrastructure Acquisition Corp. Press Release, dated August 18,
2008
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99.2
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Energy
Infrastructure Acquisition Corp. Press Release, dated August 20,
2008
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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.
Dated:
August 21, 2008
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ENERGY
INFRASTRUCTURE ACQUISITION CORP.
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By:
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/s/
Marios Pantazopoulos
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Name:
Marios
Pantazopoulos
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Title:
Chief
Financial Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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99.1
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Energy
Infrastructure Acquisition Corp. Press Release, dated August 18,
2008
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99.2
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Energy
Infrastructure Acquisition Corp. Press Release, dated August 20,
2008
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