Attached files
| file | filename |
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| EX-99.1 - FUQI INTERNATIONAL, INC. | v197813_ex99-1.htm |
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): September 29, 2010
FUQI
INTERNATIONAL, INC.
(Exact
Name of Company as Specified in Charter)
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Delaware
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001-33758
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20-1579407
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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5/F.,
Block 1, Shi Hua Industrial Zone
Cui
Zhu Road North
Shenzhen,
518019
People’s
Republic of China
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N/A
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(Address
of principal executive offices)
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(Zip
code)
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Company’s
telephone number, including area code:
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+86
(755) 2580-1888
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N/A
(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 Company under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Item
3.01
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Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
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On
September 29, 2010, Fuqi International, Inc. (the “Company”) received a
letter from The Nasdaq Stock Market (“Nasdaq”) advising the
Company that it is currently not in compliance with the continued listing
requirements set forth in Nasdaq Marketplace Rule 5250(c)(1), which requires
timely filing of SEC periodic reports, and as a result, the Company’s common
stock is subject to delisting (the “Nasdaq Staff Determination
Letter”). The Nasdaq Staff Determination Letter cites the
Company’s failure to file its Annual Report on Form 10-K for the year ended
December 31, 2009 and its Quarterly Reports on Form 10-Q for the periods ended
March 31, and June 30, 2010 as the basis for the delisting
determination.
The
Company intends to request a hearing before a Nasdaq Hearings Panel (the “Panel”) no later than
October 6, 2010 in accordance with Nasdaq Marketplace Rule 5800 Series to seek
an exception period in which to complete its filings and thereby regain
compliance with the listing standard. The Company’s request for a
hearing will automatically suspend the delisting of its common stock for 15
calendar days from the deadline to request a hearing, or until October 21, 2010;
however, the Company also intends to request a further stay on the delisting of
its common stock pending the Panel’s decision. Hearings are
typically held within 30 to 45 calendar days from the date of request and the
Hearings Panel generally issues a written decision approximately 35 days after
the hearing. The Hearings Panel has the authority to grant an
exception to the Nasdaq Listing Rules for a period not to exceed 360 days from
the due date of the Company’s initial late periodic report, which is the Form
10-K that was due on March 16, 2010. There can be no assurance that
the Panel will grant the Company’s request for an extended stay or additional
time to regain compliance.
As
previously reported in the Company’s Current Reports on Form 8-K filed with the
SEC on April 7, May 18, and August 20, 2010 and its Notifications of Late Filing
on Form 12b-25 filed with the SEC on March 16, May 11, and August 10, the
Company identified historical accounting errors that require a restatement of
its condensed consolidated financial statements for the periods ended March 31,
June 30 and September 30, 2009 contained in its Quarterly Reports on Form
10-Q. Due to the review and analysis of these errors by the Company
and their impact on its condensed consolidated financial statements, the Company
has been unable to timely make its filings. The Company continues to
work towards the completion of the reports and intends to file as soon as the
filings are completed.
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Item
7.01
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Regulation
FD Disclosure.
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On
September 29, 2010, the Company issued a press release announcing that it had
received the Nasdaq Staff Determination Letter. A copy of the press
release is attached to this Current Report on Form 8-K as Exhibit 99.1 and the
information therein is incorporated herein by reference.
The
information reported under Item 7.01 in this Current Report on Form 8-K,
including Exhibit 99.1 attached hereto, shall not be deemed filed for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) or otherwise subject to the liabilities of that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended, or the Exchange Act, regardless of any general incorporation
language in such filing.
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits
99.1 Press
Release dated September 29, 2010.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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Date: September
29, 2010
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FUQI
INTERNATIONAL, INC.
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By:
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/s/ Frederick
W. Wong
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Name
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Frederick
W. Wong
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Title:
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Chief
Financial Officer
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EXHIBIT INDEX
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Exhibit
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No.
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Description
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99.1
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Press
Release dated September 29, 2010.
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