UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
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FORM 8-K |
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CURRENT REPORT |
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 |
| Date of Report (Date of earliest event reported) | September 5, 2007 |
Abatix Corp. |
| (Exact name of registrant as specified in its charter) |
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Delaware | 1-10184 | 75-1908110 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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2400 Skyline Drive, Suite 400, Mesquite, Texas | 75149 |
| (Address of principal executive offices) | (Zip Code) |
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Registrant’s telephone number, including area code (214) 381-0322 |
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| (Former name or former address, if changed since last report.) |
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| 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: |
¨ | 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
A special committee, comprised solely of independent directors (“Special Committee”), concluded that voluntary de-listing from The NASDAQ Stock Market (“NASDAQ”) and voluntary de-registration from the reporting requirements of the Securities Exchange Act of 1934, as amended (“Exchange Act”) were in the best, long-term interest of the Company. On August 21, 2007, the Board of Directors unanimously agreed with the conclusion of the Special Committee and, in furtherance thereof, the Company (a) notified NASDAQ of its intent to voluntarily de-list the Company’s shares from NASDAQ and (b) complied with the requirements of the Exchange Act with respect to the de-listing and de-registration process.
The Company announced today that it has filed a Form 25 with NASDAQ and the Securities and Exchange Commission (“SEC”) to voluntarily de-list the Abatix Common Stock from the NASDAQ Capital Market and to de-register the Company’s Common Stock from Section 12(b) of the Exchange Act. The Form 25 will be effective on September 17, 2007, at which time (a) the Company’s Common Stock will cease to be listed on the NASDAQ Capital Market and (b) the Company’s obligation to file certain reports with the SEC, including Forms 10-K, 10-Q and 8-K, will be suspended.
The Company also anticipates it will file a Form 15 with the SEC on September 17, 2007 to complete the filings necessary to voluntarily de-register its Common Stock under the Exchange Act.
Item 7.01. Regulation FD Disclosure.
The Company elects to disclose the information in the press release furnished as Exhibit 99.1 to this report through Item 7.01 of Form 8-K pursuant to Regulation FD. The exhibit to this report relates to this Item 7.01, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
99.1 - Press release dated September 5, 2007.
Signature
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.
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| | ABATIX CORP. |
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| Date: September 5, 2007 | By: | /s/ Frank J. Cinatl, IV |
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Frank J. Cinatl, IV |
| | Vice President and Chief Financial Officer (Principal Accounting Officer) |
