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): December 1,
2010
ZBB
Energy Corporation
(Exact
name of registrant as specified in charter)
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Wisconsin
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001-33540
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39-1987014
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(State
or other jurisdiction of
incorporation)
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(Commission
file
number)
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(IRS
Employer Identification
Number)
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N93 W14475 Whittaker Way, Menomonee Falls,
Wisconsin
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53051
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (262)
253-9800
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.
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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
October 8, 2010, ZBB Energy Corporation (the “Company”) filed a Current Report
on Form 8-K with the SEC reporting that based on a review of its financial
statements for the fiscal year ended June 30, 2010 and informal discussions with
the staff of the NYSE Amex (the “Exchange”), it expected to receive a deficiency
letter from the Exchange. On December 2, 2010, the
Company received the expected deficiency letter from the Exchange informing it
that as of June 30, 2010 and September 30, 2010 the Company’s stockholders’
equity was below the minimum $2 million required by Section 1003(a)(i) of the
Exchange’s Company Guide.
Receipt
of this letter does not have any immediate effect upon the listing of the
Company’s common stock. Under applicable Exchange rules, the Company
has 30 days to submit a plan advising the Exchange staff of action the Company
has taken, or will take, that would bring it into compliance with the continued
listing standards within 18 months.
As
discussed in the Company’s Form 10-K for the fiscal year ended June 30, 2010,
the Company has financing vehicles in place which it believes will provide it
the equity capital it requires. Accordingly, the Company intends to
submit a plan to the Exchange staff which will outline the actions and timeframe
by which the Company intends to cure the listing deficiency and to regain its
compliance with the Exchange’s continued listing requirements.
If the
Exchange accepts the Company’s plan, the Company will be able to continue its
listing during the plan period and will be subject to continued periodic review
by the NYSE Amex staff. If the Plan is not accepted or is accepted but the
Company does not make progress consistent with the Plan during the plan period,
the Exchange could initiate delisting proceedings.
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
December 1, 2010, Will Hogoboom was appointed the Company’s interim chief
financial officer. Mr. Hogoboom has served as the Company’s financial controller
on a contract basis since late 2009. Scott Scampini, who had previously
served in a dual role as interim CFO and executive vice president of operations,
will continue to serve in his executive vice president role.
Mr.
Hogoboom, 56, was appointed Secretary, Controller, and Director of Finance in
March 2010. From 1996 to June 2001, he was CFO of Superconductivity, Inc. and
the Wisconsin division of American Superconductor Corp. and from June 2001 to
2010 he was the CFO for several privately held high-technology companies
including Imago Scientific Instruments Corp. and Spectrocon International LLC,
both in Madison, Wisconsin. In addition Mr. Hogoboom was formally audit partner
at Smith & Gesteland, LLP and audit manager at Ernst & Young from 1979
to 1996. Mr. Hogoboom holds a Bachelors Degree in Accounting from the University
of Wisconsin, Madison, Wisconsin, and is a Certified Public
Accountant.
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.
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ZBB
Energy Corporation
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Dated:
December 6, 2010
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By:
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/s/ Eric C. Apfelbach
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Name:
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Eric
C. Apfelbach
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Title:
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President
and CEO
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