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): April 5, 2005

Modtech Holdings, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

000-25161	33-0825386
(Commission File Number)	(IRS Employer Identification No.)

2830 Barrett Avenue, Perris, CA	92571
(Address of Principal Executive Offices)	(Zip Code)

(951) 943-4014

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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 April 5, 2005, Modtech Holdings, Inc. received a Nasdaq Staff Determination letter stating the company is not in compliance with Nasdaq’s Marketplace Rule 4310(c)(14) because it has not filed its Report on Form 10-K for its fiscal year ended December 31, 2004. As a result of the delinquency, an “E” character was appended to the company’s trading symbol “MODT” commencing at the opening of trading on April 7, 2005. Nasdaq further advised the company that its securities will be delisted from The Nasdaq Stock Market at the opening of business on April 14, 2005, unless the company requests a hearing before a Nasdaq Listing Qualifications Panel in accordance with Marketplace Rules. The company intends to request such hearing.

The company expects to file its Report on Form 10-K on or before April 30, 2005, and, after such filing, the company believes that it will be in compliance with the standards for continued listing on The Nasdaq Stock Market.

On April 6, 2005, the company issued a press release announcing its receipt of the Nasdaq Staff Determination notice. A copy of the press release is attached hereto as Exhibit 99.1.

ITEM 9.01 Financial Statements and Exhibits

(c) Exhibits

99.1 Press Release dated April 6, 2005

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: April 7, 2005

Modtech Holdings, Inc.
by:	/s/ Dennis L. Shogren
	Dennis L. Shogren
	Chief Financial Officer

EX-99.1

EXHIBIT 99.1

David Buckley Chief Executive Officer (951) 943-4014 Dan Matsui/Gene Heller Silverman Heller Associates (310) 208-2550

MODTECH HOLDINGS INC. RECEIVES NASDAQ NOTICE

DUE TO LATE FILING OF FORM 10-K

Will Request Hearing

Perris, Calif.—April 6, 2005—Modtech Holdings, Inc. (Company) (Nasdaq: MODT) announced that it received a Nasdaq Staff Determination letter advising it that, due to the delinquency in the filing of the Company’s annual report on Form 10-K, it is not in compliance with the continued listing requirements set forth in Nasdaq Marketplace Rule 4310(c)(14). As a result of the delinquency, the Company’s common stock will begin trading under the symbol MODTE effective at the opening of trading on April 7, 2005.

The Nasdaq letter also stated that the Company’s securities will be delisted from The Nasdaq Stock Market at the opening of trading on April 14, 2005, unless by 4:00 p.m. Eastern Time on April 12, 2005, the Company requests a hearing before a Nasdaq Listing Qualifications Panel. Modtech Holdings intends to promptly request such a hearing, in which case its securities would then remain listed on The Nasdaq Stock Market pending the outcome of the hearing. The Company is working diligently in an effort to complete and file its report on Form 10-K on or before April 30, 2005, and believes that such filing will bring it into compliance with Nasdaq’s continued listing requirements and that its shares will remain listed on Nasdaq.

About Modtech Holdings, Inc.

Modtech^TM is a leading national designer and manufacturer of modular buildings, both permanent and relocatable. In the school industry, the Company has advanced typical modular buildings technology to greater dimensions of flexibility and architectural integrity. Modtech^TM has substantial product and geographic diversification throughout the southwestern states and a growing presence in Florida and Texas. Modtech’s commercial and industrial buildings are sold to a diverse end-user market and may be leased through national, regional, and local dealers. The Company also designs and manufactures modular buildings to customer specifications for a wide variety of uses.

Safe Harbor Disclaimer

This press release contains certain statements of a forward-looking nature which are made pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements typically are identified by the use of terms such as “may,” “will,” “should,” “might,” “believe,” “expect,” “anticipate,” “estimate,” “plan” “intend” and similar words, although some forward-looking statements may be expressed differently. The forward-looking statements made involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. For a further discussion of such factors, please refer to the Company’s filings with the Securities and Exchange Commission. The forward-looking statements in this press release are made as of the date hereof and the Company assumes no obligation to update such statements.

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