-----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, A46AvC3zqNBKhhgYxQvEWWue+kMRIFf+XCuMTakgRRSEX0r5b7XJvE2ec9BMAgA8 JvwTo6iRvluBjui7gkpJDQ== 0000893220-08-001156.txt : 20080422 0000893220-08-001156.hdr.sgml : 20080422 20080422135944 ACCESSION NUMBER: 0000893220-08-001156 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080416 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: 20080422 DATE AS OF CHANGE: 20080422 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENVIRONMENTAL TECTONICS CORP CENTRAL INDEX KEY: 0000033113 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 231714256 STATE OF INCORPORATION: PA FISCAL YEAR END: 0225 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10655 FILM NUMBER: 08768933 BUSINESS ADDRESS: STREET 1: COUNTY LINE INDUSTRIAL PARK CITY: SOUTHAMPTON STATE: PA ZIP: 18966 BUSINESS PHONE: 2153559100 MAIL ADDRESS: STREET 1: COUNTYLINE INDUSTRIAL PARK CITY: SOUTHAMPTON STATE: PA ZIP: 18966 FORMER COMPANY: FORMER CONFORMED NAME: ENVIRONMENTAL TECHNOLOGY CORP DATE OF NAME CHANGE: 19730208 8-K 1 w55224e8vk.htm FORM 8-K e8vk
 

 
 
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 Earliest Event Reported
April 16, 2008
Environmental Tectonics Corporation
(Exact name of registrant as specified in its charter)
Pennsylvania
(State or other jurisdiction of incorporation of organization)
     
1-10655
(Commission File Number)
  23-1714256
(IRS Employer Identification Number)
     
County Line Industrial Park
Southampton, Pennsylvania
(Address of principal executive offices)
  18966
(Zip Code)
Registrant’s telephone number, including area code (215) 355-9100
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):
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.
     On April 9, 2008, Environmental Tectonics Corporation (the “Company”) participated in a hearing before the Listing Qualifications Panel of the AMEX Committee of Securities of the American Stock Exchange (“AMEX”). On April 16, 2008, the Listing Qualifications Panel granted the relief requested by the Company to continue the listing of the Company’s common stock on AMEX through May 29, 2008 and thereafter, provided the Company is up to date in its filings with the Securities and Exchange Commission at that time.
     This hearing resulted from a request by the Company to appeal a decision made by the AMEX on January 30, 2008 to initiate delisting proceedings of the Company’s common stock. As a result of the Company’s failure to file its Quarterly Reports on Form 10-Q for the fiscal quarters ended May 25, 2007, August 24, 2007, and November 23, 2007, the Company is not in compliance with Sections 134 and 1101 of the AMEX Company Guide. This non-compliance by the Company made the Company’s common stock subject to being delisted from AMEX. The Company intends to file its Annual Report on Form 10-K for the fiscal year ended February 29, 2008 and the above-referenced Quarterly Reports on Form 10-Q by May 29, 2008. These filings will bring the Company into compliance with Sections 134 and 1101 of the AMEX Company Guide.
     If the Company does not file its Annual Report on Form 10-K for the fiscal year ended February 29, 2008 and the above-referenced Quarterly Reports on Form 10-Q by May 29, 2008, the AMEX Staff has been authorized to immediately proceed to delist the Company’s common stock and the Company has represented to AMEX that it would not seek a further extension.
     A copy of the press release issued by the Company on April 22, 2008 disclosing the Listing Qualifications Panel’s grant of the relief requested by the Company is filed as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
     (d) Exhibits.
     The following exhibits are furnished or filed in accordance with Item 601 of Regulation S-K:
     99.1 Press Release dated April 22, 2008.

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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.
         
    ENVIRONMENTAL TECTONICS CORPORATION
 
  Registrant    
 
       
Date: April 22, 2008
  By   /s/ Duane D. Deaner
 
       
 
      Duane D. Deaner
 
      Chief Financial Officer

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EXHIBIT INDEX
99.1   Press Release dated April 22, 2008.

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EX-99.1 2 w55224exv99w1.htm PRESS RELEASE exv99w1
 

Exhibit 99.1
ENVIRONMENTAL TECTONICS CORPORATION
ANNOUNCES THAT THE AMERICAN STOCK EXCHANGE HAS AGREED
TO CONTINUE THE LISTING OF ITS COMMON STOCK
     Southampton, PA, April 22, 2008 – Environmental Tectonics Corporation (AMEX: ETC) (“ETC” or the “Company”) today reported that, on April 16, 2008, the American Stock Exchange (“AMEX”) had granted the relief requested by the Company to continue the listing of the Company’s common stock through at least May 29, 2008 and thereafter, provided the Company is up to date in its filings with the Securities and Exchange Commission at that time. On April 9, 2008, the Company participated in a hearing before the Listing Qualifications Panel of the AMEX Committee of Securities. This hearing resulted from a request by the Company to appeal a decision made by AMEX on January 30, 2008 to initiate delisting proceedings of the Company’s common stock. As a result of the Company’s failure to file its Quarterly Reports on Form 10-Q for the fiscal quarters ended May 25, 2007, August 24, 2007 and November 23, 2007, the Company is not in compliance with Sections 134 and 1101 of the AMEX Company Guide. This non-compliance by the Company made the Company’s common stock subject to being delisted from AMEX.
     The Company’s independent registered public accounting firm is currently auditing financial statements for fiscal years 2007 and 2008. The Company expects to file Quarterly Reports on Form 10-Q for the periods ended May 25, 2007, August 24, 2007 and November 23, 2007 and its Annual Report on Form 10-K for the year ended February 29, 2008 on or before May 29, 2008. These filings will bring the Company into compliance with Sections 134 and 1101 of the AMEX Company Guide. If the Company does not file its Annual Report on Form 10-K and the above-referenced Quarterly Reports on Form 10-Q by May 29, 2008, the AMEX staff has been authorized to immediately proceed to delist the Company’s common stock and the Company has represented to AMEX that it would not seek a further extension.
     ETC designs, develops, installs and maintains aircrew training systems (aeromedical, tactical combat and general), disaster management training systems and services, entertainment products, sterilizers (steam and gas), environmental testing products, hyperbaric chambers and related products for domestic and international customers.
     This press release may include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 as amended, and Section 21E of the Securities Exchange Act of 1934. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about the Company that may cause our actual results, levels of activity, performance or achievements to be materially different from any other future results, levels of activity, performance or achievements expressed or implied by such forward-looking

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statements. These forward-looking statements include statements with respect to ETC’s vision, mission, strategies, goals, beliefs, plans, objectives, expectations, anticipations, estimates, intentions, financial condition, results of operations, future performance and business of ETC, including but not limited to, (i) the proposed acquisition by H. F. Lenfest, a member of ETC’s Board of Directors and a significant shareholder of ETC, (ii) projections of revenue, costs of raw materials, income or loss, earnings or loss per share, capital expenditures, growth prospects, dividends, capital structure, other financial items and the effects of currency fluctuations, (iii) statements of plans and objectives of ETC or its management or Board of Directors, including the introduction of new products, or estimates or predictions of actions of customers, suppliers, competitors or regulatory authorities, (iv) statements of future economic performance, (v) statements of assumptions and other statements about ETC or its business, (vi) statements made about the possible outcomes of litigation involving ETC, and (vii) statements preceded by, followed by or that include the words “may”, “could”, “should”, “looking forward”, “would”, “believe”, “expect”, “anticipate”, “estimate”, “intend”, “plan”, or the negative of such terms or similar expressions. These forward-looking statements involve risks and uncertainties which are subject to change based on various important factors. Some of these risks and uncertainties, in whole or in part, are beyond ETC’s control. Factors that might cause or contribute to such a material difference include, but are not limited to, those discussed in our Securities and Exchange Commission filings and other public documents, including, without limitation, our Annual Report on Form 10-K for the fiscal year ended February 23, 2007. Shareholders are urged to review these risks carefully prior to making an investment in the ETC’s common stock. The Company cautions that the foregoing list of important factors is not exclusive.
     
Contact: Duane D. Deaner, CFO Tel: 215-355-9100 (ext. 1203)
  Fax: 215-357-4000
ETC – Internet Home Page:
       http://www.etcusa.com

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