UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
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): AUGUST 15, 2007
CIPHERGEN BIOSYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
| | | | | |
Delaware
(State or other jurisdiction of
incorporation or organization) | | 000-31617
(Commission
File Number) | | 33-059-5156
(I.R.S. Employer
Identification Number) |
6611 Dumbarton Circle
Fremont, CA 94555
(Address of principal executive offices)
(510) 505-2100
(Registrant’s telephone number, including area code)
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.):
| 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) |
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| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (7 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
ITEM 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On August 17, Ciphergen Biosystems, Inc. (the “Company”) announced that on August 15, 2007 it received a letter from the Nasdaq Stock Market that indicated the Company is not in compliance with Marketplace Rule 4310(c)(3), which requires it to have (i) a minimum of $2,500,000 in stockholders’ equity; (ii) $35,000,000 market value of listed securities; or (iii) $500,000 of net income from continuing operations for the most recently completed fiscal year or two of the three most recently completed fiscal years.
In accordance with Marketplace Rule 4310(c)(8)(C), the Company has a minimum of 30 calendar days, or until September 14, 2007, to regain compliance. If, at any time prior to September 14, 2007, the market value of the Company’s common stock is $35,000,000 or more for at least 10 consecutive business days, Nasdaq may determine that the Company complies with this Rule. If the Company does not achieve this requirement by September 14, 2007, Nasdaq may provide written notification that the Company’s securities will be delisted. At that time, the Company may appeal Nasdaq’s decision.
A copy of the Company’s press release announcing receipt of the deficiency notification from Nasdaq is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) EXHIBITS.
| | | |
| EXHIBIT NO. | | DESCRIPTION |
| 99.1 | | Press release issued by Ciphergen Biosystems, Inc. on August 17, 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.
| | | | | |
| | CIPHERGEN BIOSYSTEMS, INC.
(Registrant)
| |
| Date: August 17, 2007 | By: | /s/ DEBRA A. YOUNG | |
| | | Debra A. Young | |
| | | Chief Financial Officer | |
| |
EXHIBIT INDEX
| | | |
| EXHIBIT | | |
| NUMBER | | DESCRIPTION |
| 99.1 | | Press release issued by Ciphergen Biosystems, Inc. on August 17, 2007 |
