- Current report filing (8-K)
04 Januar 2012 - 1:50PM
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): January 3, 2012
(Exact name of registrant as specified in its charter)
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Delaware
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1-8122
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94-1424307
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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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1551 North Tustin Avenue, Suite 300, Santa Ana, California 92705
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(Address of principal executive offices, including zip code)
Registrants telephone number, including area code: (714) 667-8252
(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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Written communications 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 List Rule or Standard; Transfer
Listing.
On January 3, 2012, the New York Stock Exchange (the NYSE) notified Grubb & Ellis
Company (the Company) and issued a press release that NYSE determined that trading on the NYSE of the Companys common stock should be suspended prior to the opening on January 6, 2012, and that it intends to begin the process
to delist the Companys common stock. The NYSE notified the Company that it was not in compliance with the NYSEs continued listing standard that requires the Companys average global market capitalization to be at least $15 million
over a consecutive 30-trading-day period.
The Company intends to appeal the NYSEs determination. In accordance with the
NYSE policies, the NYSE will not take any additional action to pursue delisting of the stock until the appeal has been fully exhausted in accordance with the NYSE procedures.
Effective January 6, 2012, the Companys common stock will trade on the OTCQB Marketplace under the symbol yet to be determined. The transition of the Companys stock to the OTCQB
Marketplace will have no effect on the Companys shares and Grubb & Ellis shareholders remain owners of the common stock and will be able to trade the stock on the OTCQB Marketplace as of January 6, 2012. In addition, the
transition to the OTCQB Marketplace does not change the companys obligation to file periodic and other reports with the Securities and Exchange Commission under applicable federal securities laws.
The Company had previously fallen below the NYSEs continued listing standard for average global market capitalization over a
consecutive 30 trading day period of less than $50 million and latest reported shareholders equity of less than $50 million as well as the average closing price of less than $1.00 over a consecutive 30 trading day period. The Companys
business plan to address these issues was previously accepted by NYSE Regulation, however the NYSE has decided to that the Companys business plan is not sufficient to also bring the Company into compliance with the continued listing standard
of an average global market capitalization of at least $15 million over a consecutive 30-trading-day period. The notice of suspension received from the NYSE does not currently impact the Companys obligations under its outstanding debt or
preferred equity securities.
A copy of the press release issued by the NYSE is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
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Exhibit
No.
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Description of Exhibit
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99.1
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Press Release of the New York Stock Exchange dated January 3, 2012.
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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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GRUBB & ELLIS COMPANY
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Date: January 4, 2012
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By:
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/s/ Michael Rispoli
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Name: Michael Rispoli
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Title: Chief Financial Officer and Executive Vice President
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EXHIBIT INDEX
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Exhibit
No.
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Description of Exhibit
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99.1
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Press Release of the New York Stock Exchange dated January 3, 2012.
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