- Current report filing (8-K)
October 22 2008 - 4:03PM
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): October 22, 2008
NORTH
AMERICAN SCIENTIFIC, INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
0-26670
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51-0366422
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
|
|
|
|
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20200
Sunburst Street, Chatsworth, CA
|
91311
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (818) 734-8600
Check
the
appropriate box below if the Form 8-K filing is intended to be 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
|
As
previously disclosed, North American Scientific, Inc. (the “Company”) received
a
determination letter (the “Letter”), on September 22, 2008, from The Nasdaq
Stock Market (“Nasdaq”) indicating
that it
did not comply with the Marketplace Rule 4310(c)(3) (the “Rule”) for continued
listing on NASDAQ Capital Market, which requires the Company to have a minimum
of $2,500,000 in stockholders’ equity or $35,000,000 market value of listed
securities or $500,000 of net income from continuing operations for the most
recently completed fiscal year or two of the three most recently completed
fiscal years
.
Additionally,
the Company previously announced that on September 5, 2008 it consummated the
sale of tangible and intangible assets of the Company’s non-therapeutic
radioactive source business (the “Business Assets”) to Eckert & Ziegler
Isotope Products, Inc. (the “Buyer”), pursuant to the terms of the Purchase and
Sale Agreement entered into on August 29, 2008 (the “Agreement”). Under the
Agreement, the Buyer has agreed to pay to the Company an aggregate of up to
$6
million payable as follows: (i) $3 million cash at the closing, (ii) a secured
promissory note of $2 million due January 15, 2009, and (iii) an additional
payment of up to $1 million if certain revenues are achieved in the thirteen
month period after closing.
After
giving effect to the sale of assets to Eckert & Ziegler Isotope Products,
Inc., the Company believes it has regained compliance with the stockholders’
equity requirement as of the date of this report.
Nasdaq
will continue to monitor the Company’s ongoing compliance with the stockholders’
equity requirement under the Rule and, if at the time of its next periodic
report the Company does not evidence compliance, it may be subject to delisting
by Nasdaq.
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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NORTH
AMERICAN
SCIENTIFIC, INC.
|
|
|
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October
22, 2008
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By:
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/s/ John
B.
Rush
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John
B. Rush
|
|
President
and
Chief Executive Officer
|
North American Scientific (MM) (NASDAQ:NASM)
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