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): January 17, 2012
T3 MOTION, INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001-35133 | | 20-4987549 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification Number) |
2990 Airway Avenue
Costa Mesa, California 92626
(Address of principal executive offices)
Registrant’s telephone number, including area code: (714) 619-3600
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.):
| ¨ | 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 January 18, 2012, T3 Motion, Inc. (the “Company”) announced that it received a letter from NYSE Amex LLC (the “AMEX”) dated January 17, 2012 indicating that the Company is not in compliance with the audit committee composition requirements set forth in Section 803(B)(2)(c) of the NYSE Amex LLC Company Guide. AMEX advised that the Company has until the earlier of its next annual meeting or December 31, 2012 to regain compliance with the requirement that the audit committee be comprised of at least two independent members. The Company is currently seeking to replace Mary Schott, who resigned as chairperson of the audit committee effective December 31, 2011, and expects that the position will be filled in the next several weeks.
The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| | |
| |
| 99.1 | | Press Release dated January 20, 2012 |
2
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.
| | | | | | |
| | | T3 Motion, Inc. |
| | |
| Date: January 20, 2012 | | By: | | /s/ Ki Nam |
| | | | Name: | | Ki Nam |
| | | | Title: | | Chief Executive Officer |
3
Exhibit Index
| | |
Exhibit No. | | Description |
| |
| 99.1 | | Press Release dated January 20, 2012 |
4
