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): March 22, 2005
CONRAD INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware | 000-24263 | 72-1416999 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1100 Brashear Avenue, Suite 200 P.O. Box 790 Morgan City, Louisiana | 70380-1501 | |
(Address of principal executive offices) | (Zip Code) |
(985) 702-0195
(Registrant’s telephone number, including area code)
N/A
(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:
¨ | 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 March 22, 2005, pursuant to a unanimous recommendation of a special committee of independent directors, the Board of Directors of Conrad Industries, Inc. (the “Company”) unanimously voted to voluntarily delist its common stock from Nasdaq on or about March 30, 2005 and to terminate the registration of its common stock under the Securities and Exchange Act of 1934, as amended.
Simultaneously with delisting, the Company will file a Form 15 with the Securities and Exchange Commission (the “SEC”) to effect the deregistration of its common stock. Upon the filing of Form 15, the Company’s obligations to file certain reports with the SEC, including Forms 10-K, 10-Q and 8-K will immediately cease. The Company expects the deregistration to become effective ninety (90) days after filing Form 15 with the SEC.
For more information, see the Company’s press release, dated March 22, 2005 attached hereto as Exhibit 99.1 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(c) | Exhibits |
99.1 | Press Release dated March 22, 2005 announcing the voluntary delisting and deregistration of common stock of Conrad Industries, Inc. |
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.
CONRAD INDUSTRIES, INC. | ||
By: | /s/ Cecil A. Hernandez | |
Cecil A. Hernandez | ||
Executive Vice President and | ||
Chief Financial Officer |
Date: March 23, 2005