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): July 17, 2006
Penn Octane Corporation
(Exact name of registrant as specified in its charter)
| | Delaware | | 000-24394 | | 52-1790357 | |
| | (State of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) | |
| | 77-530 Enfield Lane, Bldg D | | | |
| | Palm Desert, California | | 92211 | |
| | (Address of principal executive offices) | | (Zip Code) | |
(760) 772-9080
(Registrant's telephone number, including area code)
N/A
(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 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 July 17, 2006, Penn Octane Corporation issued a press release regarding the determination received on that date from The Nasdaq Stock Market’s Listing Qualifications Panel. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements And Exhibits.
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.
| | PENN OCTANE CORPORATION |
| | | |
| | | |
| | By: | /s/ Ian T. Bothwell |
| | Name: | Ian T. Bothwell |
| | Title: | Vice President, |
| | | Chief Financial Officer, Treasurer, and Assistant Secretary, (Principal Financial and Accounting Officer) |
Date: July 21, 2006
EXHIBIT INDEX
Exhibit No. | | Description | | Page No. |
| | | | | |
| | Press Release | | 5 |
4
