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): July 15, 2011
ARCADIA RESOURCES,
INC.
(Exact name of registrant as
specified in its charter)
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| Nevada |
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001-32935 |
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88-0331369 |
| (State or other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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9320 Priority Way West Drive,
Indianapolis, Indiana
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46240 |
| (Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number,
including area code: (317) 569-8234
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| (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))
1
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer
of Listing.
On July 15, 2011, the Company received notice from the NYSE Amex indicating that the Company is
below certain of the Exchange’s continued listing standards due to the Company not being in
compliance with Sections 1003(a) of the Company Guide. The Exchange Staff indicated that its
review of the Company’s Form 10-K for the fiscal year ended March 31, 2011, indicates that the
Company does not meet the provisions of Section 1003(a)(i), (ii) or (iii) related to stockholders’
equity and losses from continuing operations and further that the Company no longer satisfies the
alternative listing standards in Section 1003(a). The Company was afforded the opportunity to
submit a plan of compliance to the Exchange by August 14, 2011, that demonstrates the Company’s
ability to regain compliance with Section 1003(a)(i), (ii) and (iii) of the Company Guide by
January 15, 2013. If the Company does not submit a plan of compliance, or if the plan is not
accepted by the Exchange, the Company will be subject to delisting procedures as set forth in
Section 1010 and part 12 of the Company Guide.
As previously reported on Form 8-K filed April 8, 2011, the Company has also been advised by NYSE
Amex, by letter dated April 4, 2011, that because the Company’s average closing price of its common
stock was less than $0.20 per share over a consecutive 30-day trading period, the Company was not
in compliance with Section 1003(f)(v) of the NYSE Amex Company Guide. NYSE Amex advised that it
deems it appropriate for the Company to effect a reverse stock split to remain in compliance with
its continued listing standards and has given the Company until October 4, 2011 to effect such a
split.
The Company is evaluating its options with respect to the NYSE Amex notifications. The Company is
evaluating whether to submit a plan to address its failure to comply with Section 1003(a). The
Company also continues to monitor the trading price of its common stock and is considering its
options to comply with Section 1003(f)(v). While the notifications from NYSE Amex does not affect
the current listing of the Company’s common stock, the Company’s failure to effect a reverse stock
split by October 4, 2011, or its failure to submit a plan of compliance with Section 1003(a) by
August 14, 2011, or the failure of the NYSE Amex to accept any plan of compliance submitted, are
likely to result in the Company no longer being listed on the NYSE Amex. In such event, the
Company will consider other alternatives for trading of the Company’s securities, including the
possibility of trading in the over the counter (OTC) market.
On July 19, 2011, the Company issued a press release announcing its receipt from AMEX of
notice of the Company’s failure to satisfy a continued listing standard. A copy of the press
release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
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Exhibit 99.1
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Press Release dated July 19, 2011 |
