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
May
28, 2014
Date
of Report (Date of earliest event reported)
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American Spectrum Realty, Inc. |
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(Exact name of registrant as specified in its charter) |
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Maryland |
001-16785 |
52-2258674 |
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(State or Other Jurisdiction of incorporation)
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(Commission File Number) |
(I.R.S. Employer Identification No.) |
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2401 Fountain View, Suite 750, Houston, Texas 77057 |
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(Address of principal executive offices) (Zip Code) |
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(713) 706-6200 |
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(Registrant’s telephone number, including area code) |
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(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 (see General Instructions 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 8.01 Other Events.
American Spectrum Realty, Inc. (the “Company”) filed a Form 12b-25 Notification of Late Filing on March 31, 2014 (the “Original 12b-25”) confirming that the Company would be delaying the filing of the Company’s Form 10-K for the fiscal year ended December 31, 2013 (the “2014 10-K”).
In the Original 12b-25 the Company disclosed, among other things that, as a result of the departure of the Company’s Chief Financial Officer, the Company is working with its accountants and consultants and reviewing its financial records, including journal entries and account balances related to the Company’s financial statements for the period ended December 31, 2013. In addition, the Company disclosed that the Company and its consultants are continuing to evaluate the purchase price allocation and disclosures related to the transaction reported in the 8-K filed on January 7, 2014 (the “Purchase Price Allocation Issue”).
The Company filed a Current Report on Form 8-K on April 22, 2014, disclosing the records review and the Purchase Price Allocation Issue, and confirming the intention of the Company to file the 2013 10-K as soon as practicable. As a result of the records review and the Purchase Price Allocation Issue, the Company is delaying the filing of the Company’s Form 10-Q for the quarter ended March 31, 2014 (the “Q1 2014 10-Q”). The Company continues to work diligently to review its financial records and resolve the Purchase Price Allocation Issue and intends to file the 2013 10-K and the Q1 2014 10-Q as soon as practicable.
A press release, dated May 29, 2014, disclosing the records review and the Purchase Price Allocation Issue, and their impact on the timing of the filings of the 2013 10-K and the Q1 2014 10-Q is attached as Exhibit 99.1 and is furnished herewith (the “Press Release”). The Press Release discloses the receipt by the Company of correspondence from NYSE MKT LLC (the “Exchange”) advising the Company that it is not in compliance with certain of the Exchange’s continued listing standards. The Company has submitted to the Exchange a compliance plan (the “Plan”) and is working to regain compliance with the applicable continued listing standards within the timeframe specified in the Plan.
The Company’s statements contained in this Current Report on Form 8-K that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities act and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results may differ materially from those included in the forward-looking statements. The Company intends those forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and the Company is including this statement for purposes of complying with those safe-harbor provisions., Forward-looking statements, which are based on certain assumptions and describe future plans, strategies, intentions and expectations, are generally identifiable by use of the words “expect,” “project,” “may,” “will,” “should,’“ “could,” “would,” “intend,” “plan,” “purpose,” “anticipate,” “estimate,” “believe,” “continue,” “predict,” “potential” or the negative of such terms and other comparable terminology. The Company’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Exhibit Description
99.1 Press release issued by American Spectrum Realty dated as of May 29, 2014
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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AMERICAN SPECTRUM REALTY, INC. |
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By: |
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/s/ William J. Carden |
| Name: |
William J. Carden |
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| Title: |
Chairman of the Board, President |
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and Chief Executive Officer |
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Date: |
May 28, 2014 |
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Exhibit 99.1
American Spectrum Realty Form 10-Q and NYSE Plan of Compliance
HOUSTON--(BUSINESS WIRE)--May 29, 2014--American Spectrum Realty, Inc. (NYSE/MKT: AQQ) – a real estate investment management and leasing company – today announced a delay in the filing of the Company's Form 10-Q for the quarter ended March 31, 2014 (the "Q1 2014 10-Q") and the receipt by the Company of correspondence from NYSE MKT LLC (the "Exchange") advising the Company that it is not in compliance with certain of the Exchange's continued listing standards.
On March 31, 2014, the Company filed a Form 12b-25 with the Securities and Exchange Commission disclosing that it was unable to file with the SEC its annual report on Form 10-K for the year ended December 31, 2013 (the "2013 10-K") by April 1, 2014 and that it expected to file its annual report as soon as practicable. In the 12b-25 the Company disclosed, among other things that, as a result of the departure of the Company's Chief Financial Officer, the Company is working with its accountants and consultants and reviewing its financial records, including journal entries and account balances related to the Company's financial statements for the period ended December 31, 2013. In addition, the Company disclosed that the Company and its consultants are continuing to evaluate the purchase price allocation and disclosures related to the transaction reported in the 8-K filed on January 7, 2014 (the "Purchase Price Allocation Issue"). On April 16, 2014, the Company received correspondence from the Exchange advising the Company that it was not in compliance with the continued listing standards of the Exchange as a result of the failure to timely file the 2013 10-K. The Company submitted to the Exchange on April 30, 2014 a plan of compliance (the "Plan") setting forth the steps intended to be taken by the Company to regain compliance with the NYSE MKT Company Guide no later than July 15, 2014.
The Company continues to work diligently to review its financial records and resolve the Purchase Price Allocation Issue, continues to work towards compliance with the Plan and intends to file the 2013 10-K and Q1 2014 10-Q as soon as practicable.
ABOUT AMERICAN SPECTRUM REALTY, INC.
American Spectrum Realty, Inc. is a real estate investment company that owns, through an operating partnership, interests in office, industrial, retail, self-storage, RV parks, retail, multi-family properties and undeveloped land throughout the United States. American Spectrum Management Group, Inc., a wholly-owned subsidiary of the Company, manages and leases all properties owned by American Spectrum Realty, Inc. as well as for third-party clients totaling 10 million square feet in multiple states. Website: www.asrmanagement.com
FORWARD LOOKING STATEMENTS
Certain matters discussed in this release are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those projected, including the risks and uncertainties of acquiring, owning, operating and disposing of real estate. Such risks and uncertainties are disclosed in the Company's past and current filings with the U.S. Securities and Exchange Commission.
CONTACT:
American Spectrum Realty, Inc.
James Hurn, (713) 706-6200
General
Counsel
jhurn@americanspectrum.com