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
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| Date of Report (Date of Earliest Event Reported): | | August 20, 2008 |
GeoEye, Inc.
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(Exact name of registrant as specified in its charter)
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| Delaware | 001-33015 | 20-2759725 |
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(State or other jurisdiction | _____________
(Commission | ______________
(I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
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| 21700 Atlantic Blvd., Dulles, Virginia | | 20166 |
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(Address of principal executive offices) | | ___________
(Zip Code) |
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| Registrant’s telephone number, including area code: | | 703-480-7500 |
Not Applicable
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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:
[ ] 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 August 11, 2008, GeoEye, Inc. (the "Company") filed a Form 12b-25, Notification of Late Filing, with the Securities and Exchange Commission (the "SEC") reporting that the Company would not be able to timely file with the SEC its Quarterly Report on Form 10-Q for the quarter ended June 30, 2008. Based on the foregoing, on August 20, 2008, the Company received a Nasdaq Staff Determination letter notifying the Company that its failure to file the Quarterly Report on Form 10-Q for the quarter ended June 30, 2008 constitutes non-compliance with a filing requirement for continued listing under Nasdaq Marketplace Rule 4310(c)(14) and, therefore, that trading in the Company’s common stock would be subject to suspension and delisting at the opening of business on August 29, 2008 unless the Company requested a hearing before a Nasdaq Listing Qualifications Panel (the "Panel").
On Monday, August 25, 2008, the Company filed a request for a hearing before the Panel to appeal the Staff Determination. On the same day, the Company received formal notice from Nasdaq confirming that a hearing before the Panel has been scheduled for Thursday, October 16, 2008, and that the suspension and delisting of the Company’s securities has been stayed pending the Panel’s decision. There can be no assurance, however, that the Panel will grant the Company’s request for continued listing.
As previously disclosed, the Company’s filing of its Quarterly Report on Form 10-Q for the quarter ended June 30, 2008 has been delayed due to the timing of the Company’s completion of an analysis of uncertain tax positions that prevented completion of the report in time for filing by the prescribed deadline. The Company expects to file this Quarterly Report on Form 10-Q within the next several business days.
In compliance with Nasdaq Marketplace Rule 4804(b), a copy of the Company’s press release issued on August 26, 2008, relating to the foregoing, is filed as Exhibit 99.1 hereto a nd incorporated herein by reference.
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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| | | GeoEye, Inc. |
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| August 26, 2008 | | By: | | /s/ William L. Warren
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| | | | | Name: William L. Warren |
| | | | | Title: Senior Vice President, General Counsel & Secretary |
Exhibit Index
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| Exhibit No. | | Description |
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99.1 | | Press Release |
