UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) September 2, 2009
Nexxus Lighting, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 0-23590 | 59-3046866 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
| 124 Floyd Smith Drive, Suite 300, Charlotte, North Carolina | 28262 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
(704) 405-0416
(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):
| ¨ | 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. |
As previously disclosed in our Current Report on Form 8-K filed on September 1, 2009, Fritz Zeck resigned from the Company’s Board of Directors effective August 27, 2009. Mr. Zeck was a member of the Company’s Audit Committee, and, as a result of his resignation, the composition of the Company’s Audit Committee was reduced from three members to two members.
On September 2, 2009, the Company received notice from the Nasdaq Stock Market (“Nasdaq”) that as a result of the resignation of Mr. Zeck, the Company was not in compliance with the “audit committee composition” requirement of Nasdaq Listing Rule 5605(c)(2)(A) which requires that the Company have an audit committee of at least three members. On September 8, 2009, the Company’s Board of Directors appointed Chris Richardson, a current Board member, to fill the vacancy on the Company’s audit committee, which returned the Company to compliance with Nasdaq Listing Rule 5605(c)(2)(A).
| Item 5.02(b) | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 8, 2009, the Company’s Board of Directors appointed Chris Richardson to the Company’s Audit Committee.
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.
| September 8, 2009 | NEXXUS LIGHTING, INC. | |||
/s/ Michael A. Bauer | ||||
| Name: | Michael A. Bauer | |||
| Title: | President and Chief Executive Officer | |||