-----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, BDZRI/EEbaDhHvk5BQpBC/cbCskvLNqm8oXtAU6hSvJoPXv7+yjXbetxnfu/PeJA MNlAGRA5ww1bwU+njBWrZw== 0000356446-05-000047.txt : 20050728 0000356446-05-000047.hdr.sgml : 20050728 20050728111418 ACCESSION NUMBER: 0000356446-05-000047 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050722 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing FILED AS OF DATE: 20050728 DATE AS OF CHANGE: 20050728 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORTECH INC CENTRAL INDEX KEY: 0000728478 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 840894091 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20726 FILM NUMBER: 05979675 BUSINESS ADDRESS: STREET 1: 376 MAIN STREET CITY: BEDMINSTER STATE: NJ ZIP: 07921 BUSINESS PHONE: 9082341881 MAIL ADDRESS: STREET 1: 376 MAIN STREET STREET 2: P.O. BOX 74 CITY: BEDMINSTER STATE: NJ ZIP: 07921 8-K 1 delisting.txt 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): July 22, 2005 CORTECH, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 0-20726 84-0894091 (Commission File No.) (IRS Employer Identification No.) 376 Main Street P.O. Box 74 Bedminster, New Jersey 07921 (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (908) 234-1881 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): |_| 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 July 22, 2005, Cortech, Inc. (the "Company") received a notice from the staff of the Nasdaq Stock Market, Listing Qualifications Department, informing the Company that the staff had determined to delist the Company's common stock from The Nasdaq SmallCap Market, effective as of August 2, 2005. The Company does not intend to appeal this decision. On July 27, 2005, the Company issued a press release announcing its receipt of the delisting notice. The full text of the press release is attached as Exhibit 99.1 to this Report and is incorporated by reference herein. Item 9.01 Financial Statements and Exhibits --------------------------------- (a) Financial Statements of Businesses Acquired: Not Applicable. (b) Pro Forma Financial Information: Not Applicable. (c) Exhibits: 99.1 Press Release, dated July 28, 2005 - 2 - 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, thereunto duly authorized. CORTECH, INC. Date: July 28, 2005 By: /s/ Sue Ann Merrill ----------------------------------- Name: Sue Ann Merrill Title: Chief Financial Officer - 3 - Exhibit Index ------------- Exhibit No. Description ---------------------------------------------------------------- 99.1 Press Release dated July 28, 2005 - 4 - EX-99 2 delistpr.txt Exhibit 99.1 N E W S R E L E A S E July 28, 2005 Direct Inquiries To: Paul O. Koether, Chairman (908) 766-7220 Cortech Inc. Receives Notice of Delisting from The Nasdaq Stock Market ---------------------------------------------------------------------- BEDMINSTER, NEW JERSEY, JULY 28, 2005 - CORTECH, INC. (NASDAQ - "CRTQ") today announced that it received notice from The Nasdaq Stock Market, Listing Qualifications Department, that the staff had determined that the Company's securities will be delisted from The Nasdaq SmallCap Market. The Company's securities will be delisted at the opening of business on August 2, 2005. The Company currently does not plan to appeal the staff's determination. The staff's determination, by letter dated July 22, 2005, was based on Nasdaq Marketplace Rules 4300 and 4330(a)(3), which provides generally that Nasdaq may apply more stringent criteria to preserve and strengthen the quality and integrity of the Nasdaq Stock Market and which gives Nasdaq discretionary authority over continued inclusion of securities in The Nasdaq Stock Market. The staff stated its belief that the company does not have an operating business and that the company is a public shell. Cortech is actively seeking acquisitions and/or a merger partner. Cortech has 3,595,780 shares outstanding. This release contains forward-looking statements which may involve known and unknown risks, uncertainties and other factors that may cause Cortech's actual results and performance in future periods to be materially different from any future results or performance suggested by these statements. Cortech cautions investors not to place undue reliance on forward-looking statements, which speak only to management's expectations on this date. -----END PRIVACY-ENHANCED MESSAGE-----