UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 15, 2011
ENERGY CONVERSION DEVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware | 1-8403 | 38-1749884 | ||
(State or other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
3800 Lapeer Road, Auburn Hills, MI | 48326 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (248) 475-0100
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)) |
Item 3.01. | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On September 15, 2011, Energy Conversion Devices, Inc. (the Company), received a
deficiency letter (the Notification Letter) from The NASDAQ Stock Market (NASDAQ) notifying the
Company that it no longer meets NASDAQs requirements for continued listing on the NASDAQ Global
Select Market under NASDAQ Listing Rule 5450(a)(1) (the Bid Price Rule) because the minimum bid
price of the Companys common stock has not equaled or exceeded $1.00 at least once over a period
of 30 consecutive trading days. The Notification Letter does not impact the Companys listing on
the NASDAQ Global Select Market at this time and the Companys common stock will continue to trade
on the NASDAQ Global Select Market under the symbol ENER.
NASDAQ explained in the Notification Letter that under NASDAQ Listing Rule 5810(c)(3)(A), the
Company will be afforded 180 calendar days, or until March 13, 2012, to regain compliance with the
Bid Price Rule. To regain compliance, the closing bid price of the Companys common stock must
meet or exceed $1.00 per share for at least 10 consecutive business days. If the Company does not
regain compliance by March 13, 2012, NASDAQ will provide written notification to the Company that
the Companys common stock will be subject to delisting from the NASDAQ Global Select Market. The
Company may, however, be eligible for an additional grace period if it satisfies the continued
listing requirement for market value of publicly held shares and all other initial listing
standards (with the exception of the Bid Price Rule) for listing on the NASDAQ Capital Market, and
submits a timely notification to NASDAQ to transfer the listing of our common stock to the NASDAQ
Capital Market. The Company may also appeal NASDAQs delisting determination to a NASDAQ Hearings
Panel.
The Company intends to actively monitor the bid price of our common stock and will consider
available options to resolve the deficiency and regain compliance with the NASDAQ requirements.
Such actions could include implementation of a reverse split of the Companys common stock, which
would need to be authorized by the Companys stockholders, or other possible actions. However, the
Company has not yet determined what action to pursue to ensure compliance with NASDAQs continued
listing requirements, and there can be no assurance that the Company will be able to regain
compliance with NASDAQs continued listing requirements or successfully transition to the NASDAQ
Capital Market.
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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.
ENERGY CONVERSION DEVICES, INC. |
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By: | /s/ Jay B. Knoll | |||
Name: | Jay B. Knoll | |||
Title: | Interim President | |||
Date: September 16, 2011
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