8-K 1 scl8k0501.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): May 1, 2006 SEA CONTAINERS LTD. (Exact name of registrant as specified in its charter) Bermuda 1-7560 98-0038412 (State or other (Commission (IRS Employer jurisdiction of incorporation) File Number) Identification No.) 22 Victoria Street Hamilton HM 12, Bermuda (Address of principal executive offices) (Zip Code) 441-295-2244 Registrant's telephone number, including area code: Not applicable (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 In late March, Sea Containers notified the New York Stock Exchange (the "NYSE") that the filing of its 2005 Form 10-K would be delayed. Because of this delay, Sea Containers is not in compliance with the standards for continued listing on the NYSE. Sea Containers received a letter from the NYSE dated April 3, 2006 stating that, as provided in its rules, the NYSE will monitor Sea Containers and the status of its delayed Form 10-K filing, and if the Form 10-K has not been filed within six months of its March 31, 2006 filing due date, the NYSE may, in it sole discretion, allow Sea Containers' shares to trade for an additional six months. If the NYSE determines that an additional trading period of up to six months is not appropriate, suspension and delisting procedures will be commenced. If the NYSE determines that an additional trading period of up to six months is appropriate and Sea Containers fails to file its annual report by the end of that additional period, suspension and delisting procedures will generally commence. The procedures provide that the NYSE may commence delisting proceedings at any time. Until Sea Containers is current with its SEC filing requirements, its shares will be identified with an "LF" indicator on the NYSE's consolidated tape. Sea Containers is working to complete its 2005 Form 10-K and expects to file it within the six-month period. Item 8.01. Other Events. On May 1, 2006, Sea Containers Ltd. issued a news release regarding a further delay in the filing of its Annual Report on Form 10-K for 2005. Item 9.01. Financial Statements and Exhibits (d) Exhibit 99 Press Release dated May 1, 2006. 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. SEA CONTAINERS LTD. By: /s/ Edwin S. Hetherington ------------------------- Edwin S. Hetherington Vice President, General Counsel and Secretary Date: May 1, 2006 3 EXHIBIT INDEX Exhibit Number Description ------- -------------------------------- 99 Press Release dated May 1, 2006. 4