Form 8-K

CONSTELLATION ENERGY GROUP, INC.

Dated: August 18, 2006

/s/ Charles A. Berardesco

Charles A. Berardesco

Vice President and Corporate Secretary

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, La1INyLxL9wlNL25DCzxV5ztyjXKRHM/x56RIof/tVsFE4Gs6uEj8cojJmkFWll6 bE3wJQ6r3Cky2GUpb5NtGA== 0001193125-06-176133.txt : 20060818 0001193125-06-176133.hdr.sgml : 20060818 20060818160603 ACCESSION NUMBER: 0001193125-06-176133 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060814 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing FILED AS OF DATE: 20060818 DATE AS OF CHANGE: 20060818 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONSTELLATION ENERGY GROUP INC CENTRAL INDEX KEY: 0001004440 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 521964611 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25931 FILM NUMBER: 061043740 BUSINESS ADDRESS: STREET 1: 750 E PRATT ST CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4107832800 MAIL ADDRESS: STREET 1: 750 E PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: CONSTELLATION ENERGY CORP DATE OF NAME CHANGE: 19951220 FORMER COMPANY: FORMER CONFORMED NAME: RH ACQUISITION CORP DATE OF NAME CHANGE: 19951205 8-K 1 d8k.htm FORM 8-K Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): August 14, 2006

CONSTELLATION ENERGY GROUP, INC.

(Exact name of Registrant as specified in its charter)

Maryland

1-12869

52-1964611

(State or other jurisdiction of

incorporation of Registrant)

(Commission File Number)

(IRS Employer

Identification No.)

750 E. Pratt Street

Baltimore, Maryland 21202

(Address of principal executive offices, including zip code, of Registrant)

410-783-2800

(Registrant’s telephone number, including area code)

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:

¨	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

As previously disclosed by Constellation Energy Group, Inc. (“Constellation Energy”), on August 10, 2006, Frank P. Bramble, Sr., a member of the Board of Directors of Constellation Energy, informed Constellation Energy that he had resigned from the Board of Directors effective as of such date. Mr. Bramble also served on Constellation Energy’s audit committee, and, accordingly, Mr. Bramble’s resignation caused Constellation Energy’s audit committee to have only two members. As a result, on August 14, 2006, the New York Stock Exchange (“NYSE”) sent a notice to Constellation Energy that it was deficient in meeting the requirements of Section 303A.07(a) the New York Stock Exchange Listed Company Manual, which requires that the audit committee of a listed company have at least three members. The notice stated that Constellation Energy would be noncompliant if it was not able to cure the deficiency by August 21, 2006. On August 14, 2006, the Board of Directors of Constellation Energy appointed Edward A. Crooke, a member of the Board of Directors, to the audit committee and Constellation Energy notified the NYSE that it was no longer deficient in meeting the requirements of Section 303A.07(a). Constellation Energy expects no further action by the NYSE regarding this matter.

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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