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
Date of Report (Date of earliest event reported) August 24, 2005
AVITAR, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-15695 06-1174053
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
65 Dan Road, Canton, Massachusetts 02021
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (781) 821-2440
Not Applicable
(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:
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)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
o 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 reported, on August 10, 2005,
Avitar, Inc. ("Avitar" or the "Company") received notice from the Staff of the
American Stock Exchange ("AMEX" or the "Exchange") indicating that the Staff
determined to proceed with the filing of an application with the Securities and
Exchange Commission to strike the common stock of Avitar from listing and
registration on the Exchange. This determination by the Staff was based upon the
failure of the Company to achieve compliance with the continued listing
standards of AMEX.
On August 23, 2005, the Company received further notice from the Staff of AMEX
indicating that the common stock of Avitar will be delisted from the Exchange
effective on Monday, August 29, 2005. Accordingly, the last trading day on AMEX
for Avitar common stock is Friday, August 26, 2005. The Company issued a Press
Release announcing this information and it is attached to this Report as an
Exhibit.
As indicated in the Staff notice, the Company failed to achieve compliance with
several continued listing standards of AMEX as set forth in the AMEX Company
Guide, specifically, having a deficit of shareholders' equity and losses from
continuing operations and/or net losses in its five most recent fiscal years
resulting in non-compliance with Sections 1003(a)(i-iii); losses that were so
substantial in relation to its overall operations or its existing financial
resources resulting in the opinion of the Exchange to be in non-compliance with
Section 1003(a)(iv); and finally its low selling price per share resulting in
non-compliance with Section 1003(f)(v).
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits
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Exhibit Description Location
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Exhibit 99.1 Press Release issued on August 25, 2005. Provided herewith
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: August 25, 2005 AVITAR, INC.
By: /s/ Jay Leatherman
Name: Jay Leatherman
Title: Chief Financial Officer