| ITEM 3.01 | NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING. |
(a) On July 18, 2006 Schnitzer Steel Industries, Inc. (the “Company”) received a Nasdaq Staff Determination indicating that the Company is not in compliance with the filing requirements for continued listing as set forth in Nasdaq Marketplace Rule 4310(c)(14) because the Company has not timely filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q for the fiscal 2006 third quarter ended May 31, 2006. As a result, the Company’s Class A Common Stock is subject to delisting from The Nasdaq National Market. The Company intends to request a hearing before a Nasdaq Listing Qualifications Panel (the “Panel”) to review the Staff determination. The hearing request will stay delisting pending the hearing and a decision by the Panel. There can be no assurance, however, that the Panel will grant the Company’s request for continued listing.
As previously reported, the delay in filing the Form 10-Q is due to Company’s decision to restate the consolidated statements of cash flows contained in the Company’s Annual Report on Form 10-K for the fiscal year ended 2005, certain unaudited condensed consolidated statements of cash flows contained in the Company’s Quarterly Reports on Form 10-Q for the fiscal quarters ended May 31, 2005, November 30, 2005 and February 28, 2006 and certain unaudited condensed consolidated statements of operations contained in the Company’s Quarterly Reports on Form 10-Q for the fiscal quarters November 30, 2005 and February 28, 2006. The Company will file with the Securities and Exchange Commission the restated financial statements and the Quarterly Report on Form 10-Q for the fiscal 2006 third quarter ended May 31, 2006 as soon as practicable.
The Company issued a press release on July 21, 2006 disclosing its receipt of the Nasdaq Staff Determination. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits.
99.1 Press Release of Schnitzer Steel Industries, Inc. issued on July 21, 2006.
Forward-looking statements
Certain statements in this Form 8-K are “forward-looking statements” within the meaning of U.S. federal securities laws. The Company intends that these statements be covered by the safe harbors created under these laws. These forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from future results expressed or implied by the forward-looking statements. These forward-looking statements include, but are not limited to, statements related to the Company’s plans to request a hearing before a Nasdaq Listing Qualifications Panel, to file restatements of certain previously reported results and to file the Company’s Quarterly Report on Form 10-Q for the fiscal 2006 third quarter ended May 31, 2006. Certain factors could cause actual results to differ materially from the information set forth in these forward-looking statements. Many of these factors and events are beyond the Company’s ability to control or predict. Given these uncertainties, readers are cautioned not to place undue reliance on the forward-looking statements, which only speak as of the date of this Form 8-K. The Company does not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date of this Form 8-K or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws.
