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 7, 2012
| The First Marblehead Corporation |
(Exact name of registrant as specified in charter)
| Delaware | | 001-31825 | | 04-3295311 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
The Prudential Tower 800 Boylston Street, 34th Floor Boston, Massachusetts | | 02199-8157 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (800) 895-4283
| 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):
¨ 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 7, 2012, The First Marblehead Corporation (the “Corporation”) received written notice from NYSE Regulation, Inc. that the Corporation was not in compliance with one of the continued listing standards of the New York Stock Exchange (the “NYSE”). The applicable listing standard requires an average closing price of not less than $1.00 per share over a consecutive 30-trading-day-period (the “Standard”). As of November 6, 2012, the average closing price of the Corporation’s common stock over a consecutive 30-trading-day-period was $0.99 per share.
The Corporation can regain compliance with the Standard at any time during a six-month cure period if, on the last trading day of any calendar month during the cure period, (i) the closing price per share of the Corporation’s common stock is at least $1.00 and (ii) the average closing price per share of the Corporation’s common stock is at least $1.00 over the 30-trading-day-period ending on the last trading day of that month. Otherwise, the NYSE will commence delisting procedures.
The Corporation has determined to notify the NYSE within 10 business days of receipt of the notice that it intends to cure the deficiency. The Corporation’s common stock will continue to be listed and traded on the NYSE during the cure period (with a “.BC” indicator affixed to the ticker symbol), subject to the Corporation’s compliance with the other NYSE continued listing requirements.
On November 9, 2012, the Corporation issued a press release, which is furnished as Exhibit 99.1 to this current report on Form 8-K, disclosing the Corporation’s receipt of the notice from NYSE Regulation, Inc. and the fact that the Corporation had fallen below one of the NYSE’s continued listing standards.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | | Description of Exhibit |
| 99.1 | | Press release issued by the Corporation on November 9, 2012 entitled, “First Marblehead Receives Notice of Non-Compliance with NYSE Continued Listing Standards” |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | THE FIRST MARBLEHEAD CORPORATION |
| Date: November 9, 2012 | By: | /s/ Kenneth Klipper |
| | Kenneth Klipper Managing Director and Chief Financial Officer |
EXHIBIT INDEX
| Exhibit No. | | Description of Exhibits |
99.1 | | Press release issued by the Corporation on November 9, 2012 entitled, “First Marblehead Receives Notice of Non-Compliance with NYSE Continued Listing Standards” |
