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 9, 2015
General Steel Holdings, Inc.
(Exact name of registrant as specified
in its charter)
| Nevada |
|
001-33717 |
|
41-2079252 |
|
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification Number) |
Level 21, Tower
B, Jia Ming Center
No. 27 Dong San Huan North Road
Chaoyang District, Beijing, China 100020
(Address of
principal executive offices)
Registrant’s telephone number,
including area code:
+ 86 (10) 57757691
(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:
| ¨ |
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.
On January 9, 2015, General Steel Holdings, Inc.,
a Nevada corporation (the “Company”), received a notice (the “NYSE Notice”) from NYSE Regulations, Inc.
that it is not in compliance with the continued listing standards set forth in Section 802.01B of the Listed Company Manual (“Section
802.01B”) of the New York Stock Exchange, Inc. (the “NYSE”). Such noncompliance is based on the Company’s
average market capitalization and stockholders’ equity for the prior 30 trading-day period both being below $50 million.
The Company will provide the NYSE with the required response to the NYSE Notice within 10 business days of its receipt, stating
its intent to cure this deficiency. On January 15, 2015, the Company also issued a press release announcing, among other things,
its receipt of the NYSE Notice.
In accordance with NYSE procedures, the
Company has 45 days from the date of receipt of the NYSE Notice to submit a business plan to the NYSE demonstrating its ability
to achieve compliance with the continued listing standards of Section 802.01B within 18 months of the date of receipt of the NYSE
Notice. The Company intends to submit such a plan, and in the event the NYSE approves the Company’s plan, the Company’s
common stock will continue to be listed and traded on the NYSE during this 18-month cure period, subject to NYSE’s discretion,
under the symbol “GSI,” but will continue to be assigned a “.BC” indicator by the NYSE to signify that
the Company is not currently in compliance with the NYSE’s continued listing standards. In the event that the Company fails
to cure the deficiency by the expiration of the 18-month cure period or the NYSE rejects the Company’s plan, the NYSE may
commence suspension and delisting procedures.
ITEM 8.01. OTHER EVENTS.
On January 15, 2015, the Company issued
a press release pertaining to the NYSE Notice referenced above. A copy of that press release is furnished as Exhibit 99.1 hereto
and incorporated into this Item 8.01 by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
| Exhibit No. |
|
Description |
| |
|
| 99.1 |
|
Press Release issued on January 15, 2015 |
SIGNATURE
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.
| |
General Steel Holdings, Inc. |
| |
|
|
| |
By: |
/s/ John Chen |
| |
Name: |
John Chen |
| |
Title: |
Chief Financial Officer |
Dated: January 15, 2015
Exhibit 99.1
General Steel Receives Notice of Non-Compliance
from NYSE
BEIJING – January 15, 2015 –
General Steel Holdings, Inc. (“General Steel” or the “Company”) (NYSE: GSI), a leading non-state-owned
steel producer in China, announced today that the New York Stock Exchange (the “NYSE”) notified the Company by a letter
dated as of January 9, 2015, that it is not in compliance with the continued listing standards set forth in Section 802.01B of
the NYSE’s Listed Company Manual (“Section 802.01B”). Specifically, the Company is below NYSE minimum requirements
for average market capitalization over a 30 trading-day period of greater than $50 million and reported stockholders’ equity
of greater than $50 million.
In accordance with NYSE procedures, the
Company has 45 days from the date of receipt of the NYSE’s notice to submit a business plan to the NYSE demonstrating its
ability to achieve compliance with the continued listing standards of Section 802.01B within 18 months of the date of receipt of
the NYSE’s Notice. The Company intends to provide the NYSE with the required response to the NYSE’s notice within 10
business days of its receipt, and submit a business plan subsequently, stating its intent to cure this deficiency. In the event
the NYSE approves the Company’s plan, the Company’s common stock will continue to be listed and traded on the NYSE
during this 18-month cure period, subject to NYSE’s discretion, under the symbol “GSI”, but will continue to
be assigned a “.BC” indicator.
The Company’s business operations
and United States Securities and Exchange Commission reporting requirements are not affected by the receipt of the NYSE’s
notice. The Company intends to actively monitor the closing price of its common stock during the cure period and will evaluate
available options to resolve this deficiency and regain compliance with the applicable NYSE regulations.
About General Steel
General Steel, headquartered in Beijing,
China, produces a variety of steel products including rebar, high-speed wire and spiral-weld pipe. The Company has operations in
China’s Shaanxi and Guangdong provinces, Inner Mongolia Autonomous Region, and Tianjin municipality with seven million metric
tons of crude steel production capacity under management. For more information, please visit www.gshi-steel.com.
To be added to the General Steel email
list to receive Company news, or to request a hard copy of the Company’s Annual Report on Form 10-K, please send your request
to generalsteel@asiabridgegroup.com.
Forward-Looking Statements
This press release may contain certain
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based
on management's current expectations or beliefs about future events and financial, political and social trends and assumptions
it has made based on information currently available to it. The Company cannot assure that any expectations, forecasts or assumptions
made by management in preparing these forward-looking statements will prove accurate, or that any projections will be realized.
Actual results could differ materially from those projected in the forward-looking statements as a result of inaccurate assumptions
or a number of risks and uncertainties. These risks and uncertainties are set forth in the Company's filings under the Securities
Act of 1933 and the Securities Exchange Act of 1934 under "Risk Factors" and elsewhere, and include: (a) those risks
and uncertainties related to general economic conditions in China, including regulatory factors that may affect such economic conditions;
(b) whether the Company is able to manage its planned growth efficiently and operate profitable operations, including whether its
management will be able to identify, hire, train, retain, motivate and manage required personnel or that management will be able
to successfully manage and exploit existing and potential market opportunities; (c) whether the Company is able to generate sufficient
revenues or obtain financing to sustain and grow its operations; (d) whether the Company is able to successfully fulfill our primary
requirements for cash; and (e) other risks, including those disclosed in the Company's most recent Annual Report on Form 10-K,
filed with the United States Securities and Exchange Commission. Forward-looking statements contained herein speak only as of the
date of this release. The Company does not undertake any obligation to update or revise publicly any forward-looking statements,
whether to reflect new information, future events or otherwise.
Contact Us
General Steel Holdings, Inc.
Joyce Sung
Tel: +1-347-534-1435
Email: joyce.sung@gshi-steel.com
Asia Bridge Capital Limited
Carene Toh
Tel: +1-888-957-3362
Email: generalsteel@asiabridgegroup.com
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