-----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, B/8Fvs2xk8/6qbQxrElOXKWRugr3i4ZAW19160OKTcKUOIxpzDM78nt92bxvWi48 FuVKlxZGpHQkBpXYT8t8XA== 0001068800-06-000466.txt : 20060601 0001068800-06-000466.hdr.sgml : 20060601 20060601160331 ACCESSION NUMBER: 0001068800-06-000466 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060525 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: 20060601 DATE AS OF CHANGE: 20060601 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EXX INC/NV/ CENTRAL INDEX KEY: 0000089261 STANDARD INDUSTRIAL CLASSIFICATION: GAMES, TOYS & CHILDREN'S VEHICLES (NO DOLLS & BICYCLES) [3944] IRS NUMBER: 880325271 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05654 FILM NUMBER: 06880183 BUSINESS ADDRESS: STREET 1: 1350 EAST FLAMINGO SUITE 689 CITY: LAS VEGAS STATE: NV ZIP: 89119 BUSINESS PHONE: 7025983223 MAIL ADDRESS: STREET 1: 1350 EAST FLAMINGO SUITE 689 CITY: LAS VEGAS STATE: NV ZIP: 89119 FORMER COMPANY: FORMER CONFORMED NAME: SFM CORP DATE OF NAME CHANGE: 19920703 8-K 1 exx8k.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 25, 2006 ------------------ EXX INC (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) ------------------ NEVADA 1-5654 88-0325271 (STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER OF ORGANIZATION) IDENTIFICATION NUMBER) 1350 EAST FLAMINGO ROAD, SUITE 689 LAS VEGAS, NEVADA 89119-5263 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (702) 598-3223 ------------------ 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. | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act. | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING. On May 25, 2006, EXX Inc (the "Company") received a notice from The American Stock Exchange ("Amex") indicating that the Company is not in compliance with listing requirements under Section 301 of the Amex Company Guide requiring the Company to file an application for the listing of additional shares with respect to 250,000 shares of Class B Common Stock which were authorized to be issued to David A. Segal, the Company's Chairman, Chief Executive Officer, and Chief Financial Officer pursuant to a performance award issued to Mr. Segal in 2003. The Company expects to file the required listing of additional shares application on or before June 8, 2006 and believes that upon that filing it will be in compliance with all applicable continued listing requirements. Amex has informed the Company that failure to submit the additional shares application by June 8, 2006 and/or any subsequent failure to comply with any other continued listing requirements will result in the Amex assessing the Company's continued listing eligibility including, as appropriate, the application of continued listing evaluation and follow-up proceedings specified in Section 1009 of the Amex Company Guide and/or initiation of delisting proceedings. On June 1, 2006, the Company issued a press release announcing the matters discussed herein. A copy of such press release is included as Exhibit 99 to this Current Report on Form 8-K. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) The following exhibit is filed as part of this report: Exhibit Number Description -------------- ----------- 99 Press Release issued by the Company on June 1, 2006. 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 hereunto duly authorized. EXX INC Date: June 1, 2006 By: /s/ David A. Segal -------------------------- Chairman of the Board Chief Executive Officer Chief Financial Officer EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99 Press Release, dated June 1, 2006 EX-99 2 ex99.txt EXHIBIT 99 EXX INC Suite 689 1350 East Flamingo Road Las Vegas, NV 89119 EXX ANNOUNCES AMEX REQUEST FOR FILING LISTING APPLICATION FORMS FOR PRIOR PERFORMANCE AWARD SHARES Las Vegas, NV June 1, 2006-EXX INC (Amex EXX-A and EXX-B) today announced that on May 25, 2006, it received a notice from The American Stock Exchange ("Amex") indicating that the Company is not in compliance with listing requirements under Section 301 of the Amex Company Guide requiring the Company to file an application for the listing of additional shares with respect to 250,000 shares of Class B Common Stock which were authorized to be issued to David A. Segal, the Company's Chairman, Chief Executive Officer, and Chief Financial Officer pursuant to a performance award issued to Mr. Segal in 2003. The Company expects to file the required listing of additional shares application on or before June 8, 2006 and believes that upon that filing it will be in compliance with all applicable continued listing requirements. Amex has informed the Company that failure to submit the additional shares application by June 8, 2006 and/or any subsequent failure to comply with any other continued listing requirements will result in the Amex assessing the Company's continued listing eligibility including, as appropriate, the application of continued listing evaluation and follow-up proceedings specified in Section 1009 of the Amex Company Guide and/or initiation of delisting proceedings. The above results of operations may contain certain forward-looking statements which are covered under the safe harbor provisions of the Private Securities Legislation Reform Act of 1995 with respect to the Company's future financial performance. Although EXX INC believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be realized. Forward-looking statements involve known and unknown risks which may cause EXX INC's actual results and corporate developments to differ materially from those expected. Factors that could cause results and developments to differ materially from EXX INC's expectations include, without limitation, EXX's ability to continue to access funding for its operations, the cyclical nature of the industries served by EXX, all of which have encountered significant downturns in the past; the level of production by and demand from EXX's principal customers upon which EXX is substantially dependent; whether, when and to what extent expected orders materialize; whether EXX will be able to successfully launch new programs; the impact on EXX of actions by its competitors, some of which are significantly larger and have greater financial and other resources than EXX; and developments with respect to contingencies, including environmental matters, litigation and retained liabilities from businesses previously sold by EXX; changes in manufacturing and shipment schedules; delays in completing plant construction and acquisitions, labor disturbances, new product and technology developments, competition within each business segment, litigation, significant cost variances, the effects of acquisitions and divestitures, and other risks. -----END PRIVACY-ENHANCED MESSAGE-----