-----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, Gu2rUqyHz1b+D1pprAVbb5RRlFNMMFERatvHiofcm1dd/JByvFV7yFo8BFE2a5Q4 hQ7jKnPgvzWMr0nGeWaHKA== 0001072613-05-000353.txt : 20050214 0001072613-05-000353.hdr.sgml : 20050214 20050214163202 ACCESSION NUMBER: 0001072613-05-000353 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050208 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: 20050214 DATE AS OF CHANGE: 20050214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACCESSITY CORP CENTRAL INDEX KEY: 0000778164 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS REPAIR SERVICES [7600] IRS NUMBER: 112750412 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21467 FILM NUMBER: 05611037 BUSINESS ADDRESS: STREET 1: 12514 WEST ATLANTIC BOULEVARD CITY: CORAL SPRINGS STATE: FL ZIP: 33071 BUSINESS PHONE: 9547526161 MAIL ADDRESS: STREET 1: 12514 WEST ATLANTIC BOULEVARD CITY: CORAL SPRINGS STATE: FL ZIP: 33071 FORMER COMPANY: FORMER CONFORMED NAME: DRIVERSSHIELD COM CORP DATE OF NAME CHANGE: 20001115 FORMER COMPANY: FORMER CONFORMED NAME: FIRST PRIORITY GROUP INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL FLEET GROUP INC DATE OF NAME CHANGE: 19880329 8-K 1 form8-k_13293.txt FORM 8-K DATED FEBRUARY 8, 2005 ================================================================================ 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) February 8, 2005 ---------------- Accessity Corp. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) New York 0-21467 11-2750412 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 3200 University Drive, Suite 201 Coral Springs, FL 33065 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (954) 752-6161 -------------- 12514 West Atlantic Boulevard Coral Springs, FL 33071 - -------------------------------------------------------------------------------- (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): [ ] 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 The Company received a Nasdaq Staff Determination dated February 7, 2005, received via facsimile after business hours on February 7, 2005, indicating that the Company had failed to meet the annual meeting requirement as set forth in Nasdaq Marketplace Rule 4350(e) and that its securities are, therefore, subject to delisting from The Nasdaq SmallCap Market. The Company will request a hearing before the Nasdaq Listing Qualifications Panel to review the Staff Determination which will stay the delisting process. It is anticipated that the hearing before Nasdaq will be scheduled after the February 28, 2005 Annual Meeting of Shareholders and therefore it is anticipated that the basis for the delisting proceeding will become moot. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (c) List of Exhibits 99.1 Press Release dated February 11, 2005 entitled: "ACCESSITY OBTAINS SUFFICIENT VOTES TO PASS ALL PROPOSALS RELATED TO THE SHARE EXCHANGE TRANSACTION IN ANTICIPATION OF ITS FEBRUARY 28, 2005 ANNUAL MEETING NASDAQ PROVIDES COMPANY DELISTING NOTICE FOR FAILURE TO HOLD ITS ANNUAL MEETING ON A TIMELY BASIS AND COMPANY INTENDS TO APPEAL DETERMINATION AND STAY PROCEEDINGS." 2 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. Accessity Corp. By: /s/ Barry Siegel ---------------------------- Name: Barry Siegel Title: Chairman of the Board, President and Chief Executive Officer Date: February 14, 2005 3 INDEX OF EXHIBITS 99.1 Press Release dated February 11, 2005 entitled: "ACCESSITY OBTAINS SUFFICIENT VOTES TO PASS ALL PROPOSALS RELATED TO THE SHARE EXCHANGE TRANSACTION IN ANTICIPATION OF ITS FEBRUARY 28, 2005 ANNUAL MEETING NASDAQ PROVIDES COMPANY DELISTING NOTICE FOR FAILURE TO HOLD ITS ANNUAL MEETING ON A TIMELY BASIS AND COMPANY INTENDS TO APPEAL DETERMINATION AND STAY PROCEEDINGS." 4 EX-99.1 2 exh99-1_13293.txt PRESS RELEASE DATED FEBRUARY 11, 2005 EXHIBIT 99.1 ------------ NEWS RELEASE FOR IMMEDIATE RELEASE ACCESSITY CONTACT: CHARLES R. HOLCOMB (954) 752-6161 EXT. 241 CORPORATE WEB ADDRESS: WWW.ACCESSITYCORP.COM ACCESSITY OBTAINS SUFFICIENT VOTES TO PASS ALL PROPOSALS RELATED TO THE SHARE EXCHANGE TRANSACTION IN ANTICIPATION OF ITS FEBRUARY 28, 2005 ANNUAL MEETING NASDAQ PROVIDES COMPANY DELISTING NOTICE FOR FAILURE TO HOLD ITS ANNUAL MEETING ON A TIMELY BASIS AND COMPANY INTENDS TO APPEAL DETERMINATION AND STAY PROCEEDINGS. -------------------------------------------- Coral Springs, FL, February 11, 2005....ACCESSITY CORP. [NASDAQ SMALLCAP: ACTY] reported today that it has obtained enough votes from shareholders through their proxies to pass all proposals submitted to shareholders at the Company's Annual Meeting of Shareholders which has been adjourned until February 28, 2005, including all proposals related to the Share Exchange Agreement between Accessity Corp., Pacific Ethanol, Inc., Kinergy Marketing, LLC and ReEnergy, LLC. Receiving approval of these proposals will permit the Company to move forward with this transaction should all other conditions precedent be met. The meeting will be held at the Coral Springs Marriott Hotel, Golf Club and Convention Center, 11775 Heron Bay Boulevard, Coral Springs, Florida 33076 at 10:00 a.m., local time. The Company intends to hold its February 28 meeting without any further delays, as it has reached a quorum and received enough votes to pass all proposals. Additionally, the Company announced today that it received a Nasdaq Staff Determination dated February 7, 2005 indicating that the Company had failed to meet the annual meeting date requirement as set forth in Nasdaq Marketplace Rule 4350(e) and that its securities are, therefore, subject to delisting from The Nasdaq SmallCap Market. The Company will request a hearing before the Nasdaq Listing Qualifications Panel to review the Staff Determination which will stay the delisting process. It is anticipated that the hearing before Nasdaq will not take place until after the February 28, 2005 meeting date and therefore the basis for the delisting proceeding will become moot, as the Company will then be back in compliance with the NASDAQ Marketplace Rule. Although there can be no assurance that the panel will grant the Company's request for continued listing, the Company anticipates it will remain listed on the Nasdaq SmallCap Marketplace. Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 - -------------------------------------------------------------------------------- THIS NEWS RELEASE INCLUDES FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933 AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, REGARDING AMONG OTHER THINGS OUR PLANS, STRATEGIES AND PROSPECTS -- BOTH BUSINESS AND FINANCIAL. ALTHOUGH WE BELIEVE THAT OUR PLANS, INTENTIONS AND EXPECTATIONS REFLECTED IN OR SUGGESTED BY THESE FORWARD-LOOKING STATEMENTS ARE REASONABLE, WE CANNOT ASSURE YOU THAT WE WILL ACHIEVE OR REALIZE THESE PLANS, INTENTIONS OR EXPECTATIONS. FORWARD-LOOKING STATEMENTS ARE INHERENTLY SUBJECT TO RISKS, UNCERTAINTIES AND ASSUMPTIONS. MANY OF THE FORWARD-LOOKING STATEMENTS CONTAINED IN THIS NEWS RELEASE MAY BE IDENTIFIED BY THE USE OF FORWARD-LOOKING WORDS SUCH AS "BELIEVE," "EXPECT," "ANTICIPATE," "SHOULD," "PLANNED," "WILL," "MAY," "INTEND," "ESTIMATED," AND "POTENTIAL," AMONG OTHERS. IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE FORWARD-LOOKING STATEMENTS WE MAKE IN THIS NEWS RELEASE INCLUDE MARKET CONDITIONS AND THOSE SET FORTH IN REPORTS OR DOCUMENTS THAT WE FILE FROM TIME TO TIME WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION. ALL FORWARD-LOOKING STATEMENTS ATTRIBUTABLE TO ACCESSITY CORP. OR A PERSON ACTING ON ITS BEHALF ARE EXPRESSLY QUALIFIED IN THEIR ENTIRETY BY THIS CAUTIONARY LANGUAGE. ###### -----END PRIVACY-ENHANCED MESSAGE-----