Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - Nuverra Environmental Solutions, Inc. | nes_ex991x1192016.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):
January 19, 2016
__________________________________
Nuverra Environmental Solutions, Inc.
(Exact Name of Registrant as Specified in Charter)
__________________________________
Delaware | 001-33816 | 26-0287117 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
14624 N. Scottsdale Road, Suite #300, Scottsdale, Arizona 85254
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code:
(602) 903-7802
Not Applicable
(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 obligations of the registrant under any of the following provisions (see General Instruction A.2.):
¨ | 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 or Standard; Transfer of Listing |
On January 19, 2016, Nuverra Environmental Solutions, Inc. (the “Company”) was notified by the New York Stock Exchange (the “NYSE”) that it was not in compliance with the continued listing standards set forth in Section 802.01B of the NYSE Listed Company Manual due to its failure to maintain an average global market capitalization of at least $15.0 million over a consecutive 30-day trading period. As such, the NYSE informed the Company that trading of the Company’s common stock would be suspended before the opening of trading on January 20, 2016 and that it has initiated delisting procedures with respect to the Company’s common stock.
The Company’s common stock will begin trading on the OTCQB U.S. Market (the “OTCQB”) January 20, 2016 under the ticker symbol “NESC”. The rights of the holders of the Company’s common stock remain unchanged, and the transition to the OTCQB does not affect the Company’s obligation to file periodic reports with the Securities and Exchange Commission under applicable federal securities laws.
Item 7.01 | Regulation FD Disclosure |
On January 19, 2016, the Company issued a press release announcing that its common stock would begin trading on the OTCQB, a copy of which is attached hereto as Exhibit 99.1.
The information furnished pursuant to this Item 7.01, including the press release attached as Exhibit 99.1 hereto, is being furnished and 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 liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
Exhibit Number | Description | ||
99.1 | Press Release, dated January 19, 2016 | ||
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.
NUVERRA ENVIRONMENTAL SOLUTIONS, INC. | ||||||
Date: January 19, 2016 | By: | /s/ Joseph M. Crabb | ||||
Name: | Joseph M. Crabb | |||||
Title: | Executive Vice President and Chief Legal Officer | |||||
EXHIBIT INDEX
Exhibit Number | Description | ||
99.1 | Press Release, dated January 19, 2016 | ||