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): November 16, 2012
TRANSATLANTIC PETROLEUM LTD.
(Exact name of registrant as specified in its charter)
| | | | |
| Bermuda | | 001-34574 | | None |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | | | |
Akmerkez B Blok Kat 6 Nispetiye Caddesi 34330 Etiler, Istanbul, Turkey | | None |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: +90 212 317 25 00
(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 or Standard; Transfer of Listing.
On November 16, 2012, TransAtlantic Petroleum Ltd. (the “Company”) received a deficiency letter from NYSE MKT LLC (the “Exchange”) indicating that the Exchange has determined that the Company is not in compliance with Sections 134 and 1101 of the Exchange’s Company Guide (the “Company Guide”) due to the Company’s failure to timely file its Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 (the “Quarterly Report”) with the Securities and Exchange Commission (the “SEC”). In addition, the Exchange asserted that the Company’s failure to timely file its Quarterly Report is a material violation of its listing agreement with the Exchange. Pursuant to the Exchange’s rules, the Company has until November 30, 2012 to submit a plan advising the Exchange of actions it has taken, or will take, that would bring the Company back into compliance with Sections 134 and 1101 of the Company Guide by no later than February 14, 2013.
Currently, the Company expects to file its Quarterly Report with the SEC on or before November 30, 2012. In the event that the Company is unable to file its Quarterly Report on or before November 30, 2012, the Company expects to submit a plan to the Exchange on or before November 30, 2012 advising the Exchange of actions it has taken, or will take, that would bring the Company back into compliance with the Company Guide by no later than February 14, 2013. The Exchange will evaluate the plan and determine whether the Company has made a reasonable demonstration in the plan of an ability to regain compliance with the applicable continued listing standards by February 14, 2013, in which case the plan will be accepted and the Company will have until February 14, 2013 to regain compliance with the continued listing standards.
On November 21, 2012, the Company issued a press release announcing the receipt of the Exchange’s deficiency letter. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| | |
Exhibit No. | | Description of Exhibit |
| 99.1 | | Press Release, dated November 21, 2012 |
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.
Date: November 21, 2012
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| | | | | TRANSATLANTIC PETROLEUM LTD. |
| | | |
| | | | By: | | /s/ Jeffrey S. Mecom |
| | | | | | Jeffrey S. Mecom |
| | | | | | Vice President and Corporate Secretary |
EXHIBIT INDEX
| | |
Exhibit No. | | Description of Exhibit |
| 99.1 | | Press Release, dated November 21, 2012 |
