UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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) July 5, 2005
Trans-Industries, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-4539 13-2598139
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1780 Opdyke Court, Auburn Hills, MI 48326
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(Address of Principal Executive Offices) (Zip Code)
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Registrant's telephone number, including area code 248-364-0400
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N/A
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(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.
On July 5, 2005, Trans-Industries, Inc. (the "Company") received a
notice from The Nasdaq Stock Market ("Nasdaq") indicating the Company is not in
compliance with Nasdaq's requirements for continued listing because, for the
previous 30 consecutive business days, the bid price of the Company's common
stock had closed below the minimum $1.00 per share requirement for continued
inclusion under Nasdaq Marketplace Rule 4310(c)(4) (the "Minimum Bid Price
Rule"). Nasdaq stated in its notice that in accordance with Nasdaq Marketplace
Rule 4310(c)(8)(D), the Company will be provided 180 calendar days, or until
January 3, 2006, to regain compliance with the Minimum Bid Price Rule. This
notification has no effect on the listing of the Company's common stock at this
time.
The July 5 notice also states that if, at any time before January 3,
2006, the bid price of the Company's common stock closes at $1.00 per share or
more for a minimum of 10 consecutive business days, the Nasdaq staff will
provide the Company written notification that it has achieved compliance with
the Minimum Bid Price Rule. However, Nasdaq has the discretion to require a
period in excess of ten consecutive business days, but generally no more than
twenty consecutive business days, before determining that the ability to
maintain long-term compliance has been demonstrated. In addition, the notice
states that if the Company does not regain compliance with the Minimum Bid Price
rule by January 3, 2006, the Nasdaq staff will determine whether the Company
meets all other Nasdaq SmallCap Market initial listing criteria set forth in
Nasdaq Marketplace Rule 4310(c). If the Company meets all other initial listing
criteria at that time, the Nasdaq staff will notify the Company that it has been
granted an additional 180 calendar days to comply with the Minimum Bid Price
Rule. If the Company in not eligible for an additional compliance period, the
Nasdaq staff will provide the Company with written notification that the
Company's common stock will be delisted. At that time, the Company may, pursuant
Nasdaq rules, appeal any delisting determination by the Nasdaq staff to a Nasdaq
Listings Qualifications Panel. The Company intends to monitor the bid price for
its common stock between now and January 3, 2006. As of the date of this filing,
the Company has not determined what action, if any, it will take in response to
the Nasdaq notification.
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.
TRANS-INDUSTRIES, INC.
Date July 8, 2005 By/s/ Kai Kosanke
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Kai Kosanke
Chief Financial Officer