0001144204-11-013389.txt : 20110308 0001144204-11-013389.hdr.sgml : 20110308 20110308092557 ACCESSION NUMBER: 0001144204-11-013389 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110308 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110308 DATE AS OF CHANGE: 20110308 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DJSP Enterprises, Inc. CENTRAL INDEX KEY: 0001436612 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34149 FILM NUMBER: 11670532 BUSINESS ADDRESS: STREET 1: 900 SOUTH PINE ISLAND DRIVE STREET 2: SUITE 400 CITY: PLANTATION STATE: FL ZIP: 33324 BUSINESS PHONE: (954) 233-8000 X2024 MAIL ADDRESS: STREET 1: 900 SOUTH PINE ISLAND DRIVE STREET 2: SUITE 400 CITY: PLANTATION STATE: FL ZIP: 33324 FORMER COMPANY: FORMER CONFORMED NAME: Chardan 2008 China Acquisition Corp. DATE OF NAME CHANGE: 20080603 8-K 1 v213942_8-k.htm Unassociated Document
 
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) March 8, 2011


DJSP ENTERPRISES, INC.
(Exact Name of Registrant as Specified in Its Charter)

 
British Virgin Islands
 
001-34149
 
98-0667099
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.
 
 
900 South Pine Island Road, Suite 400
Plantation, Florida
 
33324
(Address of Principal Executive Offices)
 
(Zip Code)
 

(954) 233-8400
(Registrant’s Telephone Number, Including Area Code)
 
 
(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 Instruction A.2. below):
 
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.

DJSP Enterprises, Inc. (the “Company”) today announced that it has notified The NASDAQ Stock Market LLC (“NASDAQ”) of its intent to voluntarily delist its ordinary shares, warrants, and units from the NASDAQ Global Market and deregister its ordinary shares, warrants, and units under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  In connection therewith, the Company notified NASDAQ of its intention to file, on or about March 18, 2011, a Form 25 with the Securities and Exchange Commission (the “SEC”) to voluntarily delist the ordinary shares, warrants, and units. The ordinary shares, warrants, and units will continue to be listed through March 28, 2011 and will no longer be listed thereafter.

The Company also announced its intention to file a Form 15 with the SEC on or about March 28, 2011, in order to terminate the registration of the ordinary shares, warrants, and units under Section 12 of the Exchange Act and to terminate its reporting obligations under the Exchange Act.

A copy of the press release announcing the Company’s intention to delist and deregister the ordinary shares, warrants, and units is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01.   Financial Statements and Exhibits
 
(d)   Exhibits.

Exhibit No.
  
Descriptions
99.1
  
Press release, dated March 8, 2011.

 
 
 
 
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.

 
 
DJSP Enterprises, Inc.
 
(Registrant)
     
     
Date March 8, 2011
By 
 /s/ Stephen J. Bernstein 
   
Stephen J. Bernstein,
President and Chief Executive Officer
 
 
 
 
EX-99.1 2 v213942_ex99-1.htm Unassociated Document
 
DJSP Enterprises, Inc. Announces Intention to Voluntarily Delist and Deregister Stock

PLANTATION, Fla., March 8, 2011 – DJSP Enterprises, Inc. (NASDAQ: DJSP, DJSPW, DJSPU) today announced that it has submitted written notice to The NASDAQ Stock Market LLC (“NASDAQ”) of its intent to voluntarily delist its ordinary shares, warrants, and units from the NASDAQ Global Market and deregister its ordinary shares, warrants, and units under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The Company currently anticipates that, on or about March 18, 2011, but no earlier than March 18, 2011, the Company will file with the Securities and Exchange Commission (the “SEC”) and NASDAQ a Form 25 relating to the delisting and deregistration of its ordinary shares, warrants, and units. The Company expects that trading in the Company’s ordinary shares, warrants, and units will be suspended on the date the Form 25 is filed, with the official delisting of the Company’s ordinary shares, warrants, and units becoming effective ten days thereafter. Accordingly, the Company anticipates that trading of its ordinary shares, warrants, and units on NASDAQ will be suspended on or about March 18, 2011 and that its ordinary shares, warrants, and units will be delisted from NASDAQ on or about March 28, 2011, and on or about that date the Company will file with the SEC a Form 15, Notice of Termination and Suspension of Duty to File, to terminate its reporting obligations under the Exchange Act.  When the Form 15 has been filed, the Company’s obligations to file certain reports with the SEC, including Forms 10-K, 10-Q and 8-K, will immediately be suspended. The Company expects that the deregistration of its ordinary shares, warrants, and units will become effective 90 days after the date the Form 15 is filed with the SEC. The Company is eligible to deregister its ordinary shares, warrants, and units because it has fewer than 300 shareholders of record.  The deregistration of the Company’s ordinary shares, warrants, and units is subject to the SEC’s approval of its post-effective amendment terminating the Company’s Registration Statement on Form F-1, and no SEC objection to the Company’s filed Form 15.

Following the delisting and deregistration of the Company’s ordinary shares, warrants, and units, it is expected that trading of the Company’s ordinary shares, warrants, and units by continuing shareholders may be effected through privately negotiated transactions or, if the Company qualifies, through quotations on the Pink OTC Market (a centralized quotation service that collects and publishes market maker quotes for securities). This will require at least one market maker to quote the Company’s ordinary shares, warrants, and units on the Pink OTC Market, after the market maker complies with certain filing and disclosure rules or by complying with the unsolicited customer order rule.  There is no assurance that either the Company or a market maker will comply with those rules. More information about the Pink OTC Market can be obtained from its website at http://www.otcmarkets.com/otc-pink/home.

The Company’s Board of Directors authorized the delisting and deregistration of the Company’s ordinary shares, warrants, and units after concluding that the consequences of remaining an SEC-reporting company, including the significant costs associated with regulatory compliance, outweighed the current benefits of public company status to the Company and its shareholders. Among the factors considered were the costs, both direct and indirect, incurred by the Company each year in connection with the preparation and filing of periodic reports and forms with the SEC.

As previously reported, the Company has received letters from NASDAQ notifying it that deficiencies exist with regard to continued listing pursuant to the following NASDAQ Listing Rules: (a) Rule 5450(b)(2)(C), because the Company’s publicly held securities failed to maintain a minimum market value of $15,000,000; (b) Rule 5450(b)(2)(A), because the Company’s listed securities failed to maintain a minimum market value of $50,000,000; and (c) Rule 5450(a)(1), because the Company’s listed securities failed to maintain a minimum bid price of $1 per share.  The Company was given a cure period to regain compliance with each of these Listing Rules, the earliest of which is May 23, 2011.  The Company does not believe that it will be able to regain compliance with the Listing Rules by this date.

Forward Looking Statements

This press release contains forward-looking statements about us within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”).  Words such as “anticipate,” “believe,” “estimate,” “expect” and “intend” and other similar expressions are forward-looking statements within the meaning of the Act.  Such forward-looking statements are based upon the current beliefs and expectations of our management and are subject to risks and uncertainties, which could cause actual results to differ from the forward looking statements.  The risk factors detailed above and in our filings with the SEC, including our Annual Report on Form 20-F for the period ended December 31, 2009, which are available at the SEC’s internet site (http://www.sec.gov), among others, could cause actual results to differ from those set forth in the forward-looking statements.  Forward-looking statements in this press release speak only as of the date of the press release, and we assume no obligation to update forward-looking statements or the reasons why actual results could differ.

CONTACT:  DJSP Enterprises, Inc.
Chris Simmons, Director of Investor Relations
954-233-8000 ext. 1744
Cell: 954-294-9095
900 South Pine Island Rd.
Plantation, FL 33324