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): April 20, 2001
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IMPERIAL CREDIT INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
California 0-19861 95-4054791
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation or organization) Identification Number)
23550 Hawthorne Boulevard, Building 1, Suite 110 90505
Torrance, California -----
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (310) 373-1704
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Item 5. Other Events and Regulation FD Disclosure.
(a) First Quarter Report of Earnings
On April 24, 2001, we reported results for the quarter ended March 31,
2001. The information contained in the release, which is attached as Exhibit
99.1 hereto, is incorporated herein by reference.
(b) Nasdaq Notice of Intended Delisting
On April 20, 2001, we received a Nasdaq Staff Determination stating that
we failed to comply with the minimum bid price requirement for continued listing
set forth in the Nasdaq Marketplace rules, and that our Common Stock is,
therefore, subject to delisting from the Nasdaq National Market. We have filed a
request for a hearing before the Nasdaq Listing Qualifications Panel to review
the Staff Determination. The hearing has been scheduled for June 7, 2001. There
is no assurance that the Qualifications Panel will grant our request for
continued listing.
Delisting from the Nasdaq National Market could cause our Common Stock
to become significantly less liquid, with a possible negative impact on its
value. Also, if our Common Stock is delisted and is not thereafter traded as a
"Bulletin Board Stock," our Common Stock would be classified as a "penny stock"
which, if certain disclosure and broker or dealer qualifications are not met,
could further restrict the market for resale of Common Stock to only such
persons as are deemed to be suitable investors of such stock, such as
institutional investors, or directors, officers, or owners of 5% or more of the
Common Stock. If our Common Stock is delisted, we will seek to have it traded as
a "Bulletin Board Stock". Pending the final decision of the Qualifications
Panel, our Common Stock will continue to trade on the Nasdaq National Market.
(c) Commencement of Exchange Offer and Consent Solicitation
On May 7, 2001, we announced that on May 10, 2001 we will commence an
offer to exchange all of our outstanding senior notes, including securities
issued by a related trust, for a combination of newly issued 12% Senior Secured
Notes due June 30, 2005, shares of our Common Stock and warrants to purchase
additional shares of our Common Stock. The information contained in the release,
which is attached as Exhibit 99.2 hereto, is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit 99.1 Press Release issued by the Company, dated April 24, 2001.
Exhibit 99.2 Press Release issued by the Company, dated May 7, 2001.
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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.
Date: May 8, 2001
IMPERIAL CREDIT INDUSTRIES, INC.
By: /s/ Irwin L. Gubman
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General Counsel and Secretary
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