UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported):
December 19, 2008
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AETRIUM INCORPORATED
(Exact name of registrant as specified in its charter)
| Minnesota | 0-22166 | 41-1439182 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
2350 Helen Street North St. Paul, Minnesota | 55109 |
| (Address of Principal Executive Offices) | (Zip Code) |
(651) 770-2000
(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:
| £ | 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. |
Aetrium notified Nasdaq on December 24, 2008 that it is in noncompliance with Nasdaq Rules 4350(c)(1) and Rule 4350(d)(2)(A) as a result of the resignation of Andrew J. Greenshields, one of Aetrium’s independent directors, as a director of Aetrium on December 19, 2008. Due to the resignation, Aetrium’s board of directors no longer has a majority of independent directors and its audit committee currently consists of only two members. To continue to be eligible for listing of its securities on the Nasdaq Global Market, Nasdaq Marketplace Rules require a majority of the board of directors must be comprised of independent directors and Aetrium's audit committee to consist of at least three members, all of whom are independent. Aetrium intends to seek another qualified individual to serve as an independent director.
| | Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Andrew J. Greenshields resigned from the Aetrium board of directors on Friday, December 19, 2008 after more than 23 years of service in order to more fully devote his attentions to his wife, who recently suffered a severe stroke.
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.
AETRIUM INCORPORATED
By: /s/ Douglas L. Hemer
Douglas L. Hemer
Chief Administrative Officer and Secretary
Dated: December 24, 2008
