- Current report filing (8-K)
March 04 2009 - 4:01PM
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):
February
26
, 200
9
InSite
Vision Incorporated
(Exact
name of registrant as specified in its charter)
Delaware
|
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1-14207
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94-3015807
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(State
or other jurisdiction
of
incorporation)
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(Commission
File No.)
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(I.R.S.
Employer
Identification
Number)
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965 Atlantic Ave.
Alameda, California 94501
(Address
of principal executive offices)
Registrant’s
telephone number, including area code:
510-865-8800
N/A
(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:
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
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.
On
February 26, 2009, InSite Vision Incorporated, or the Company, received a notice
from NYSE Alternext US LLC, or the Exchange, that the Company’s common stock is
subject to immediate delisting proceedings because of the failure of the Company
to meet certain continued listing standards set forth in the Exchange’s Company
Guide, or the Company Guide. By letter dated December 15, 2008, the
Exchange previously advised the Company that the Company was not in compliance
with (a) Section 1003(a)(i) of the Company Guide, because its shareholders’
equity was less than the required $2,000,000 and it had losses from continuing
operations and net losses in two of its three most recent fiscal years and (b)
Section 1003(a)(ii) of the Company Guide because its shareholders’ equity was
less than the required $4,000,000 and it had losses from continuing operations
and net losses in three of its four most recent fiscal years.
The
Company submitted a plan to the Exchange on January 14, 2009, advising the
Exchange of how the Company intends to regain compliance with the listing
standards set forth in the Company Guide by June 15, 2010, or the Compliance
Period. After a review of the compliance plan submitted by the
Company and publicly available information, the Exchange Staff, or the Staff,
determined that the compliance plan did not make a reasonable demonstration of
the Company’s ability to regain compliance within the Compliance
Period. In addition, the Staff notified the Company that pursuant to
Section 1003(f)(v) of the Company Guide, the Staff believes that a reverse stock
split is appropriate in view of the fact that the Company’s common stock has
been selling for a substantial period of time at a low price per share and that
the low selling price of the Company’s common stock over the aforementioned
period constituted an additional deficiency with respect to the Exchange’s
continued listing requirements.
The
Company has requested an oral hearing before a Listing Qualifications Panel of
the Exchange, or a Panel, to appeal the Staff’s determination. There
is no assurance that the Staff’s decision will be overturned at this
hearing. The Company’s common stock will remain trading on the
Exchange pending the Panel’s determination. In the event the Panel
accepts the Company’s plan for compliance presented at the hearing, the
Company’s common stock will continue trading on the Exchange for the duration of
the Compliance Period or such other period as is determined by the
Panel. Otherwise, the Company’s common stock would be subject to
delisting proceedings immediately following the hearing. In that
event, the Company believes that its securities will be eligible to trade or be
quoted on alternative markets.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
The
following exhibits are filed herewith:
No.
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Exhibit
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99.1
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Press
release, dated March 4, 2009, regarding the Company’s receipt of notice of
delisting from NYSE Alternext US and its decision to
appeal.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date:
March 4, 2009
INSITE
VISION INCORPORATED
(Registrant)
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By:
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/s/ Louis Drapeau
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Name:
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Louis
Drapeau
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Title:
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Interim
Chief Executive Officer, Vice President, and Chief Financial
Officer
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EXHIBIT
INDEX
No.
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Exhibit
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99.1
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Press
release, dated March 4, 2009, regarding the Company’s receipt of notice of
delisting from NYSE Alternext US and its decision to
appeal.
|
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