-----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, J9q6zQ2U75baVZIiZ9JcRoR6o4AEPZWUPwBR52pWgwRoAlIWay6OKeBgKN2U4Jno WEmdpA2zVHRpCqUVDonnSA== 0001072613-05-000891.txt : 20050412 0001072613-05-000891.hdr.sgml : 20050412 20050412164812 ACCESSION NUMBER: 0001072613-05-000891 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050406 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: 20050412 DATE AS OF CHANGE: 20050412 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPIRE CORP CENTRAL INDEX KEY: 0000731657 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 042457335 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12742 FILM NUMBER: 05746598 BUSINESS ADDRESS: STREET 1: ONE PATRIOTS PARK CITY: BEDFORD STATE: MA ZIP: 01730-2396 BUSINESS PHONE: 6172756000 MAIL ADDRESS: STREET 2: ONE PATRIOTS PARK CITY: BEDFORD STATE: MA ZIP: 01730-2396 8-K 1 form8k_13418.txt SPIRE CORP. FORM 8-K ================================================================================ 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): April 6, 2005 SPIRE CORPORATION - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) Massachusetts 0-12742 04-2457335 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification Number) One Patriots Park, Bedford, Massachusetts 01730-2396 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 781-275-6000 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)) ================================================================================ SECTION 3 - SECURITIES AND TRADING MARKETS ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING. On April 6, 2005, Spire Corporation (Nasdaq: SPIR) received a Nasdaq Staff Determination indicating that the Company is no longer in compliance with the $10,000,000 minimum stockholders' equity requirement for continued listing set forth in Nasdaq Marketplace Rule 4450(a)(3), and that its common stock is, therefore, subject to delisting from the Nasdaq National Market. Because the Company fails to satisfy Marketplace Rule 4450(a)(3), the Nasdaq Staff is reviewing the Company's eligibility for continued National Market listing and has requested that the Company provide, on or before April 13, 2005, the Company's plan to achieve and sustain compliance with Nasdaq listing standards. The Company intends to present such plan to the Nasdaq Staff. If, after conclusion of its review, Nasdaq determines that the Company has not presented a sufficient plan to achieve and sustain compliance, it will provide written notification that the Company's common stock will be delisted. If the Company were to receive such a written notification, it would likely appeal the decision to a Nasdaq Listing Qualifications Panel. The Company is currently evaluating its options with respect to its response to the notice. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. Exhibit No. Description ----------- ----------- 99.1 News Release of the Company dated April 12, 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 hereunto duly authorized. SPIRE CORPORATION Date: April 12, 2005 By: /s/ Roger G. Little ---------------------------------- Roger G. Little President, Chief Executive Officer and Chairman of the Board 3 EXHIBIT INDEX Exhibit Description - ------- ----------- 99.1 News Release of the Company dated April 12, 2005 4 EX-99.1 2 exh99-1_13418.txt PRESS RELEASE DATED APRIL 12, 2005 EXHIBIT 99.1 ------------ SPIRE CORPORATION NEWS RELEASE Contact: Spire Corporation James F. Parslow, Chief Financial Officer Tel. 781-275-6000 SPIRE CORPORATION RECEIVES NASDAQ NOTIFICATION Bedford, MA -- April 12, 2005 -- On April 6, 2005, Spire Corporation (Nasdaq: SPIR) received a Nasdaq Staff Determination indicating that the Company is no longer in compliance with the $10,000,000 minimum stockholders' equity requirement for continued listing set forth in Nasdaq Marketplace Rule 4450(a)(3), and that its common stock is, therefore, subject to delisting from the Nasdaq National Market. Because the Company fails to satisfy Marketplace Rule 4450(a)(3), the Nasdaq Staff is reviewing the Company's eligibility for continued National Market listing and has requested that the Company provide, on or before April 13, 2005, the Company's plan to achieve and sustain compliance with Nasdaq listing standards. The Company intends to present such plan to the Nasdaq Staff. If, after conclusion of its review, Nasdaq determines that the Company has not presented a sufficient plan to achieve and sustain compliance, it will provide written notification that the Company's common stock will be delisted. If the Company were to receive such a written notification, it would likely appeal the decision to a Nasdaq Listing Qualifications Panel. The Company is currently evaluating its options with respect to its response to the notice. There can be no assurance that Nasdaq will accept the Company's plan to achieve compliance, that the Company will achieve its plan, or that the Company would be successful in any appeals process. If the Company's common stock were delisted from Nasdaq, it could materially adversely affect the market price and liquidity of the common stock and the Company's ability to raise additional capital. Spire Corporation is a diversified technology company serving the solar energy, biomedical, telecommunications and defense industries worldwide with innovative products and services based upon a common technology platform. CERTAIN MATTERS DESCRIBED IN THIS NEWS RELEASE MAY BE FORWARD-LOOKING STATEMENTS SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE INDICATED IN THE FORWARD-LOOKING STATEMENTS. SUCH RISKS AND UNCERTAINTIES INCLUDE, BUT ARE NOT LIMITED TO, THE COMPANY'S ABILITY TO PRESENT A SUFFICIENT PLAN TO ACHIEVE AND SUSTAIN COMPLIANCE BY THE RESPONSE DEADLINE IMPOSED BY NASDAQ, THE COMPANY'S ABILITY TO ACHIEVE ITS PLAN, NASDAQ'S DETERMINATION OF THE SUFFICIENCY AND ACCEPTABILITY OF SUCH A PLAN AND THE RESULTS OF ANY APPEAL PROCESS, IF NECESSARY, AS WELL AS OTHER FACTORS DESCRIBED IN THE COMPANY'S FORM 10-KSB FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. -----END PRIVACY-ENHANCED MESSAGE-----