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 20, 2011
 
 
NF ENERGY SAVING
CORPORATION
(Exact Name of Registrant as Specified in Charter)
 
Delaware
000-50155
02-0563302
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)

 
390 Qingnian Avenue, Heping District
 
Shenyang, P.R. China
110015
(Address of Principal Executive Offices)
(Zip Code)

 
Registrant's telephone number, including area code:  (8624) 8563-1159
 
 
(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 (see General Instruction A.2. below):
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨
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 of Standard; Transfer of Listing

On September 20, 2011, The Nasdaq Stock Market notified NF Energy Saving Corporation (the “Company”) that for the previous 30 consecutive business days, the Company did not meet the $5,000,000 minimum market value of “publicly held shares.”  Therefore, under the continued listing requirements for THE NASDAQ GLOBAL MARKET a deficiency existed.  The Company has a cure period of 180 days in which to regain compliance. The notification has no immediate effect on the listing of the Company’s common stock.

Marketplace Rule 5810(c)(3)(D), provides the Company with a grace period of 180 calendar days, ending March 19, 2012, during which it may regain compliance with the minimum market value requirement.  If before March 19, 2012, the market value of the Company’s publicly held shares closes at $5,000,000 or more for a minimum of 10 consecutive business days, the Company will return to compliance.  If the Company does not achieve compliance by that date, then NASDAQ will notify the Company that its common stock is subject to delisting from THE NASDAQ GLOBAL MARKET.

In the event the Company becomes subject to delisting from THE NASDAQ GLOBAL MARKET, NASDAQ rules permit the Company to appeal the delisting. Alternatively, the Company may transfer its listing of common stock to THE NASDAQ CAPITAL MARKET, if it satisfies the requirements for continued listing for that market.

The Company will monitor the market value of its publicly held common stock and will consider various possible options if it does not appear that it will return to compliance.

“Publicly held shares” are defined as the total number of shares outstanding, less any shares held directly or indirectly by officers, directors and beneficial owners of more than 10% of the total outstanding shares.   Our management persons own approximately 47.7% of the outstanding shares.
 
 
 

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
NF ENERGY SAVING CORPORATION
  
Date: September 22, 2011 
By:  
/s/ Gang Li
   
Gang Li,
   
President and Chief Executive Officer