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) DECEMBER 13, 2002
MILLENNIUM CELL INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 000-31083 22-3726792
(STATE OR OTHER JURISDICTION (COMMISSION FILE (IRS EMPLOYER
OF INCORPORATION) NUMBER) IDENTIFICATION NO.)
1 INDUSTRIAL WAY WEST, EATONTOWN, NEW JERSEY 07724
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (732) 542-4000
NOT APPLICABLE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
Item 5. Other Events
Millennium Cell Inc. (the "Company") announced today that it has
presented a compliance program to The NASDAQ Stock Market, Inc. ("NASDAQ")
intended to achieve and sustain compliance with the requirements for continued
listing on the NASDAQ National Market. This action was necessary because the
Company has been notified by NASDAQ that the Company does not currently satisfy
the minimum $10 million stockholders' equity requirement for continued listing
on the NASDAQ National Market under Maintenance Standard 1, as set forth in the
NASDAQ Marketplace Rule 4450(a)(3). Effective November 1, 2002, as a result of
changes to NASDAQ's Maintenance Standard 1 requirements, we must maintain
stockholders' equity of at least $10 million. In the Company's Form 10-Q filed
for the fiscal quarter ended September 30, 2002, the Company reported
stockholders' equity of $8,752,130. Consequently, NASDAQ notified the Company
that it does not currently meet the stockholders' equity requirement and NASDAQ
will begin the process to de-list the Company's common stock from the NASDAQ
National Market unless the Company provides a plan satisfactory to NASDAQ to
regain compliance with the requirement.
The compliance program that the Company presented to NASDAQ describes
the recent private placement of unsecured and secured convertible debentures, as
set forth in detail in the Company's Form 8-K dated October 31, 2002, and a
conversion schedule under which those debentures may be converted to equity to
eliminate certain indebtedness and increase stockholders' equity over a
reasonable period of time. If NASDAQ does not accept this plan, the Company's
stock will be de-listed from the NASDAQ National Market, subject to appeal by
the Company. The Company is also considering the alternative of applying to list
its common stock on the NASDAQ SmallCap Market, as the Company believes that it
presently qualifies for listing on this market. There can be no assurance that
the Company will be able to maintain its NASDAQ National Market listing or that
the Company will be able to successfully transfer to the NASDAQ SmallCap Market.
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 thereunto duly authorized.
MILLENNIUM CELL INC.
(Registrant)
By: /s/ Stephen S. Tang
-------------------------
Stephen S. Tang
Chief Executive Officer
& President
Dated: December 13, 2002