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): December 4, 2012
DEX ONE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| | |
| 1-07155 | | 13-2740040 |
| (Commission File Number) | | (IRS Employer Identification No.) |
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| 1001 Winstead Drive, Cary, NC | | 27513 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (919) 297-1600
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:
| x | 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 December 4, 2012, Dex One Corporation (the “Company”) was notified by the New York Stock Exchange (the “NYSE”) that the Company had fallen below one of the NYSE’s continued listing standards. Rule 802.01C of the NYSE Listed Company Manual requires that the average closing price of the Company’s common stock over a consecutive 30 trading-day period equal or exceed $1.00 per share.
Under applicable NYSE rules, the Company has 10 business days from receipt of the notice to inform the NYSE that it intends to cure the deficiency and until its next annual meeting of stockholders to bring its share price and average share price back above $1.00. The Company notified the NYSE that it intends to cure the deficiency within the prescribed timeframe.
As required under NYSE rules, the Company issued a Press Release on December 10, 2012, announcing that it had received the notice of non-compliance and that the Company intends to cure the deficiency within the prescribed timeframe. A copy of this press release is attached hereto as Exhibit 99.1 to this Form 8-K.
The information from Item 3.01 above is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| | |
Exhibit Number | | Description |
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| 99.1 | | Press Release, issued December 10, 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: December 10, 2012
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| Dex One Corporation |
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| | /s/ Mark W. Hianik |
| By: | | Mark W. Hianik |
| Title: | | Senior Vice President, General Counsel and Chief Administrative Officer |
EXHIBIT INDEX
| | |
Exhibit
Number | | Description |
| |
| 99.1 | | Press Release, issued December 10, 2012. |
