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
January 2, 2015
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Date of Report
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(Date of earliest event reported)
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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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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 3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
The Company received notification on January 2, 2015 from the New York
Stock Exchange (the “Exchange”) regarding its ongoing non-compliance
with NYSE MKT LLC continued listing standards. Specifically, the Company
is not in compliance with NYSE MKT Company Guide Sections 134,
1003(a)(i), 1003(a)(ii), 1003(a)(iii) and 1101. The Company’s
non-compliance is a result of its failure to timely file with the
Securities and Exchange Commission its Form 10-Q Quarterly Reports for
the periods ended March 31, 2014, June 30, 2014 and September 30, 2014,
and because its stockholders’ equity before noncontrolling interest, as
reported in its Annual Report on Form 10-K, remains below compliance as
of the year ended December 31, 2013.
Also within the notification, the Exchange accepted the Company’s
December 12, 2014 plan of compliance that outlined the Company’s
initiatives to cure its delinquent filing status pertaining to its Form
10-Q Quarterly Reports for the periods ended March 31, 2014, June 30,
2014 and September 30, 2014. The Company’s plan proposed targeted filing
dates of January 23, 2015, February 13, 2015 and March 6, 2015,
respectively.
With respect to the Company’s deficiency in stockholders’ equity before
noncontrolling interest, on September 18, 2014, the Company submitted to
the Exchange a compliance plan, in part to remedy such deficiency. On
November 10, 2014, the Exchange accepted the Company’s September 18,
2014 plan and granted an extension to fix its deficiency in
stockholders’ equity before noncontrolling interest by February 19,
2016.
The Exchange stipulated that the Company provide them with updates in
conjunction with its September 18, 2014 plan and December 12, 2014 plan
(the “Plans”) initiative milestones. Additionally, the Exchange stated
that they would review the Company periodically for compliance with the
initiatives outlined in its Plans, and if the Company does not adhere to
its Plans or does not make progress consistent with its Plans, the
Exchange will initiate delisting proceedings as appropriate.
Although there can be no assurances, the Company expects to regain full
compliance with the continued listing standards by February 19, 2016.
Forward-Looking Statements
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," "propose," "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 8.01 Other Events
On January 8, 2015, American Spectrum Realty, Inc. issued a press
release regarding Item 3.01, described above. A copy of the press
release is filed as Exhibit 99.1 to this Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibits
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Description
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99.1
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Copy of Press Release issued by American Spectrum Realty, Inc. on
January 8, 2015
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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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William J. Carden
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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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January 8, 2015
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Exhibit 99.1
American
Spectrum Realty -- Notice of Non-Compliance from NYSE MKT
HOUSTON--(BUSINESS WIRE)--January 8, 2015--American Spectrum Realty,
Inc. (NYSE/MKT: AQQ) – a real estate investment management and leasing
company – today announced that on January 2, 2015 it received
notification from the New York Stock Exchange (the “Exchange”) regarding
the Company’s ongoing non-compliance with NYSE MKT LLC continued listing
standards. Specifically, the Company is not in compliance with NYSE MKT
Company Guide Sections 134, 1003(a)(i), 1003(a)(ii), 1003(a)(iii), and
1101. The Company’s non-compliance is a result of its failure to timely
file with the Securities and Exchange Commission its Form 10-Q Quarterly
Reports for the periods ended March 31, 2014, June 30, 2014 and
September 30, 2014, and because its stockholders’ equity before
noncontrolling interest, as reported in its Annual Report on Form 10-K,
remains below compliance as of the year ended December 31, 2013.
Also within the notification, the Exchange accepted the Company’s
December 12, 2014 plan of compliance that outlined the Company’s
initiatives to cure its delinquent filing status pertaining to its Form
10-Q Quarterly Reports for the periods ended March 31, 2014, June 30,
2014 and September 30, 2014. The Company’s plan proposed targeted filing
dates of January 23, 2015, February 13, 2015 and March 6, 2015,
respectively.
With respect to the Company’s deficiency in stockholders’ equity before
noncontrolling interest, on September 18, 2014, the Company submitted to
the Exchange a compliance plan, in part to remedy such deficiency. On
November 10, 2014, the Exchange accepted the Company’s September 18,
2014 plan and granted an extension to fix its deficiency in
stockholders’ equity before noncontrolling interest by February 19, 2016.
The Exchange stipulated that the Company provide them with updates in
conjunction with its September 18, 2014 plan and December 12, 2014 plan
(the “Plans”) initiative milestones. Additionally, the Exchange stated
that they would review the Company periodically for compliance with the
initiatives outlined in its Plans, and if the Company does not adhere to
its Plans or does not make progress consistent with its Plans, the
Exchange will initiate delisting proceedings as appropriate.
Although there can be no assurances, the Company expects to regain full
compliance with the continued listing standards by February 19, 2016.
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/commercial, retail, self-storage, 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 7 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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