- Current report filing (8-K)
February 17 2009 - 6:05AM
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 10,
2009
SP
ACQUISITION HOLDINGS,
INC.
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(Exact
name of registrant as specified in its charter)
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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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590
Madison Avenue, 32nd Floor, New York,
NY
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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:
(212)
520-2300
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(Former
name or former address, if changed since last
report.)
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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
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.
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Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
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On
February 10, 2009, SP Acquisition Holdings, Inc. (the “Company”) received a
letter (the “Letter”) from the Corporate Compliance Department of NYSE Alternext
US LLC (the “Exchange”), notifying the Company that it is below certain of the
Exchange’s continued listing standards in that it had failed to hold an annual
meeting of stockholders in 2008, in violation of Section 704 of the NYSE
Alternext US LLC Company Guide (the “Company Guide”). The Company was
afforded the opportunity submit a plan to the Exchange by March 10, 2009
advising the Exchange of actions it has taken or will take that will bring the
Company into compliance with Section 704 of the Company Guide (the
“Plan”).
The
Company will hold a meeting of stockholders to approve an initial business
combination if it enters an agreement for an initial business combination. If
the Company is unable to complete a business combination, its corporate
existence will cease except for the purposes of winding up its affairs and
liquidating.
The
Company intends to prepare the Plan and submit it to the Exchange by March 10,
2009. If the Exchange determines that the Company has made a
reasonable demonstration in the Plan of its ability to regain compliance with
all applicable continued listing standards by August 11, 2009 (the “Deadline”),
the Exchange will accept the Plan and the Company will remain
listed. If the Company does not submit a plan or if the Exchange does
not accept the Plan, the Company will be subject to delisting procedures as set
forth in Section 1010 and part 12 of the Company Guide. The Company
anticipates that it will be able to regain compliance with Section 704 of the
Company Guide by the Deadline.
Pursuant
to Section 402 of the Company Guide, on February 13, 2009, the Company filed a
press release disclosing the Company’s receipt of the Letter and the other
matters discussed herein. A copy of the press release is furnished as
Exhibit 99.1
hereto and incorporated herein by reference.
Item
9.01. Financial
Statements and Exhibits.
(d)
Exhibits
Exhibit
No
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Description
99.1
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Press
release dated February 13, 2009.
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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.
Date:
February 13, 2009
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SP
ACQUISITION HOLDINGS, INC.
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By:
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/s/
Warren G. Lichtenstein
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Warren
G. Lichtenstein
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Chairman
of the Board, President and Chief Executive Officer
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EXHIBIT
INDEX
Exhibit No
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Description
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99.1
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Press
release dated February 13,
2009.
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