-----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, OyKJ/k9qoTI9S7WMAEq1mLaxEjy1DYCCJ58+nY9hwWvXCFb2OQnmL9Vl2aPXZAJS bv3zX2HJ+Fusg9VMVjoL4g== 0001104659-10-032267.txt : 20100603 0001104659-10-032267.hdr.sgml : 20100603 20100603170032 ACCESSION NUMBER: 0001104659-10-032267 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100528 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing FILED AS OF DATE: 20100603 DATE AS OF CHANGE: 20100603 FILER: COMPANY DATA: COMPANY CONFORMED NAME: APPLIANCE RECYCLING CENTERS OF AMERICA INC /MN CENTRAL INDEX KEY: 0000862861 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-HOME FURNITURE, FURNISHINGS & EQUIPMENT STORES [5700] IRS NUMBER: 411454591 STATE OF INCORPORATION: MN FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19621 FILM NUMBER: 10876536 BUSINESS ADDRESS: STREET 1: 7400 EXCELSIOR BLVD CITY: MINNEAPOLIS STATE: MN ZIP: 55426-4502 BUSINESS PHONE: 6129309000 MAIL ADDRESS: STREET 1: 7400 EXCELSIOR BLVD CITY: NINNEAPOLIS STATE: MN ZIP: 554264517 8-K 1 a10-11421_18k.htm 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):  May 28, 2010

 

Appliance Recycling Centers of America, Inc.

(Exact name of registrant as specified in its charter)

 

Minnesota

 

000-19621

 

41-1454591

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

7400 Excelsior Blvd., Minneapolis, MN

 

55426-4517

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code (952) 930-9000

 

 

(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:

 

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 May 28, 2010, Appliance Recycling Centers of America, Inc. (the “Company”) received a notice of deficiency from The NASDAQ Stock Market (“NASDAQ”) indicating that the Company no longer complies with Nasdaq’s independent director and audit committee requirements as set forth in NASDAQ Listing Rule 5605.

 

NASDAQ Listing Rule 5605 requires that (a) a majority of the Board of Directors be comprised of independent directors and (b) the Audit Committee be comprised of at least three independent directors.  The Company’s non-compliance results from the decision of Mr. Thomas F. Hunt not to stand for reelection to the Board of Directors at the Company’s annual shareholders’ meeting held on May 13, 2010, as disclosed in the Company’s proxy statement for its annual shareholders’ meeting.  Following the annual shareholders’ meeting, (a) the Company’s Board of Directors consists of four directors, of whom two are independent, and (b) the Audit Committee is comprised of two members, both of whom are independent.

 

Consistent with Listing Rules 5605(b)(1)(A) and 5605(c)(4)(A), NASDAQ has given the Company a cure period to regain compliance as follows:

 

·                  until the earlier of the Company’s next annual shareholders’ meeting or May 13, 2011; or

·                  if the next annual shareholders’ meeting is held before November 9, 2010, then the Company must evidence compliance no later than November 9, 2010.

 

The Company must submit to NASDAQ documentation, including biographies of any new directors, evidencing compliance with the rules prior to the end of the cure period.  In the event the Company does not regain compliance prior to the end of the cure period, NASDAQ will provide written notice to the Company that its securities will be delisted.  At that time, the Company may appeal the delisting determination to a NASDAQ Listing Qualifications Panel.

 

The Company expects to regain compliance with the rules prior to the end of the cure period.  The Company has initiated a search process and plans to identify another independent director for appointment to its Board of Directors and its Audit Committee.

 

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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.

 

 

Appliance Recycling Centers of America, Inc.

 

 

Date: June 3, 2010

/s/ Peter P. Hausback

 

Peter P. Hausback

 

Executive Vice President & Chief Financial Officer

 

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