plcc20130806

0001437749-13-009994.txt : 20130806 0001437749-13-009994.hdr.sgml : 20130806 20130806161602 ACCESSION NUMBER: 0001437749-13-009994 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130805 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing FILED AS OF DATE: 20130806 DATE AS OF CHANGE: 20130806 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PAULSON CAPITAL CORP CENTRAL INDEX KEY: 0000704159 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 930589534 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18188 FILM NUMBER: 131013698 BUSINESS ADDRESS: STREET 1: 1331 NW LOVEJOY STREET STREET 2: SUITE 720 CITY: PORTLAND STATE: OR ZIP: 97209 BUSINESS PHONE: 5032436000 MAIL ADDRESS: STREET 1: 1331 NW LOVEJOY STREET STREET 2: SUITE 720 CITY: PORTLAND STATE: OR ZIP: 97209 8-K 1 plcc20130806_8k.htm FORM 8-K plcc20130806_8k.htm

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): August 5, 2013

PAULSON CAPITAL CORP.

(Exact name of registrant as specified in its charter)

Commission File Number: 000-18188

Oregon

93-0589534

(State or other jurisdiction of incorporation

or organization)

(I.R.S. Employer Identification No.)

1331 N.W. Lovejoy Street, Suite 720, Portland, Oregon	97209
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 503-243-6000

Former name or former address if changed since last report: 811 SW Naito Parkway, Suite 300, Portland, OR 97204

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 reported, on July 27, 2013, Steve H. Kleemann, a member of the Board of Directors and Audit Committee of Paulson Capital Corp., died.

On July 29, 2013, Paulson notified NASDAQ that as a result of Mr. Kleemann’s death, Paulson is no longer in compliance with certain NASDAQ listing requirements, including the Majority Independent Board requirement (Listing Rule 5605(b)(1)) and the Audit Committee composition requirement (Listing Rule 5605(c)(2)).

On August 5, 2013, Paulson received a deficiency letter from NASDAQ acknowledging Paulson’s non-compliance with Listing Rule 5605. NASDAQ’s letter further provided that, consistent with Listing Rules 5605(b)(1)(A) and 5605(c)(4), Paulson will have the following cure period to regain compliance: (i) until the earlier of Paulson’s next annual shareholders’ meeting or July 27, 2014; or (ii) if the next annual shareholders’ meeting is held before January 23, 2014, then Paulson must evidence compliance no later than January 23, 2014. Because Paulson’s next annual shareholders’ meeting will be held prior to January 23, 2014, Paulson intends to regain compliance prior to January 23, 2014.

SIGNATURE

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.

	PAULSON CAPITAL CORP.


Date: August 6, 2013	By:	/s/ Chester L. F. Paulson
		Chester L. F. Paulson
		President and Chief Executive Officer