UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
_________________________________
Date of Report
May 10, 2013
(Date of earliest event reported)
ERBA Diagnostics, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | | 1-14798 | | 11-3500746 |
(State or other jurisdiction of
incorporation or organization) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | | | | |
14100 NW 57th Court Miami Lakes, Florida | | | | 33014 |
| (Address of principal executive offices) | | | | (Zip Code) |
(305) 324-2300
(Registrant’s telephone number, including area code)
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 obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| Item 2.02 | Results of Operations and Financial Condition. |
On May 15, 2013, the Company issued a press release stating that it is delaying the filing of its Quarterly Report on Form 10-Q for the quarter ended March 31, 2013. The press release contains certain anticipated financial information, which may be considered the announcement of anticipated results of operations and financial condition. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Current Report on Form 8-K (including Exhibit 99.1) is furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
| Item 7.01 | Regulation FD Disclosure. |
On May 10, 2013, the Company received a letter from NYSE MKT LLC (the “Exchange”) stating that the Exchange has accepted the Company’s plan of compliance (the “Plan”) for continued listing. As previously reported, the Company received a letter on April 17, 2013 from the Exchange stating that the Company was 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 Annual Report on Form 10-K for the year ended December 31, 2012 with the Securities and Exchange Commission (the “SEC”). The letter also stated that the Company’s failure to timely file its Annual Report on Form 10-K for the year ended December 31, 2012 was a material violation of its listing agreement with the Exchange and, therefore, pursuant to Section 1003(d) of the Company Guide, the Exchange was authorized to suspend and, unless prompt corrective action was taken, remove the Company’s securities from the Exchange.
The Company was afforded the opportunity to submit a plan of compliance to the Exchange and, on April 29, 2013, the Company presented its Plan to the Exchange. On May 10, 2013, the Exchange notified the Company that it accepted the Company’s Plan and granted the Company an extension until July 16, 2013 (the “Plan Period”) to regain compliance with the continued listing standards of the Company Guide. The Company will be subject to periodic review by the Exchange during the Plan Period. Failure to make progress consistent with the Plan or to regain compliance with the continued listing standards of the Company Guide by the end of the Plan Period could result in the Company being delisted from the Exchange. The Company is working diligently to regain compliance with the Company Guide by July 16, 2013.
On May 15, 2013, the Company issued a press release announcing its receipt of the letter from the Exchange stating that the Exchange has accepted the Company’s Plan. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Current Report on Form 8-K (including Exhibit 99.1) is furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibit 99.1 - Press Release dated May 15, 2013. |
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.
| | ERBA DIAGNOSTICS, INC. |
| | |
| | |
| Dated: May 15, 2013 | By: | /s/ Kevin Clark |
| | | Kevin Clark, |
| | | CEO, COO and President |
EXHIBIT INDEX
| Exhibit | Description |
| | |
| 99.1 | Press Release dated May 15, 2013. |
