Z Trim Holdings, Inc - Current report filing (8-K)
30 Mai 2008 - 11:01PM
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): May 28, 2008
(Exact
name of registrant as specified in its charter)
Illinois
|
000-27841
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364197173
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
1011
Campus Drive
Mundelein,
IL 60060
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (847) 549-6002
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):
[ ]
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
3.01
|
Notice
of Failure to Satisfy a Continued Listing
Rule.
|
By letter
received May 28, 2008, the American Stock Exchange (“Amex”) notified Z Trim
Holdings, Inc. (the “Company”) that the staff of the Amex has determined that
the Company is not in compliance with certain of Amex’ continued listing
standards. The letter constitutes a “Deficiency Letter”
pursuant to Section 1009 of the Amex Company Guide (the “Guide”). Amex has
provided the Company the opportunity to submit a compliance plan to resolve the
deficiencies. Amex has not initiated a de-listing procedure or
suspended trading in the Company’s common stock.
Upon a review of the Company’s Form
10-Q for the period ended March 31, 2008, the Amex staff determined that the
Company reported $5,970,000 of shareholders’ equity, which is less than the
$6,000,000 threshold for shareholders’ equity after losses from continuing
operations and net losses in its five most recent fiscal years as required by
Section 1003(a)(iii) of the Company Guide. The Amex staff further
determined that the Company has sustained losses which are so substantial in
relation to its overall operations or its existing financial resources, or its
financial condition has become so impaired that it appears questionable, in the
opinion of the Amex, as to whether the Company will be able to continue
operations and/or meet its obligations as they mature, in violation of Section
1003(a)(iv) of the Company Guide.
The
Company is in the process of reviewing the Amex staff’s findings. In
response to the Deficiency Letter, and as specifically directed by the
Deficiency Letter, the Company will submit a Plan, by June 30, 2008, advising
the Amex of actions it has taken and will take that will bring it back into
compliance with Section 1003(a)(iii) by November 30, 2009 and 1003(a)(iv) by
November 28, 2008. Amex’ Listing Qualifications Department management
will evaluate the Company’s Plan, determine whether the Company has made a
reasonable demonstration of its ability to regain compliance within the allotted
time and if the Company has so demonstrated, will accept the Plan. If
the Plan is accepted, the Company will be able to continue its listing during
the Plan period, subject to periodic review of progress. If the Plan
is not accepted, however, or if the Company does not make progress consistent
with the plan, or if the Company is not in compliance upon closure of the Plan
period, the Amex will initiate delisting proceedings.
Item
7.01
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Regulation
FD Disclosure
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On May
30, 2008, pursuant to Sections 402 and 1009(j) of the Guide, the Company issued
a press release reporting its receipt of the Deficiency Letter. A
copy of the press release is attached hereto as Exhibit 99.
Item
9.01.
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Financial
Statements and Exhibits.
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(d) Exhibits.
No.
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Description
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|
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99
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Press
Release dated May 30, 2008
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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 thereunto
duly authorized.
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Z
TRIM HOLDINGS, INC
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May
30, 2008
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By:
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/s/ Steve
Cohen
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Steve
Cohen
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President
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3
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