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 3, 2006
ZOLTEK COMPANIES, INC.
(Exact name of registrant as specified in its charter)
MISSOURI 0-20600 43-1311101
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
organization) Number)
3101 MCKELVEY ROAD
ST. LOUIS, MISSOURI 63044
(Address of principal executive offices) (Zip Code)
(314) 291-5110
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address if changed since last report)
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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:
[ ] 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))
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ITEM 3.01. NOTICE OF FAILURE TO SATISFY A CONTINUED LISTING
RULE OR STANDARD OR DELISTING; TRANSFER OF LISTING.
On July 27, 2006, Zoltek Companies, Inc. (the "Company") issued
a press release announcing the resignation of John F. McDonnell from the
Company's Board of Directors, and a copy of such press release is included
as Exhibit 99 to this Current Report on Form 8-K. Mr. McDonnell served on
the Company's audit committee, and following Mr. McDonnell's resignation,
the Company's audit committee is comprised of two members, Charles A. Dill,
Chairman, and James W. Betts. On August 3, 2006, the Company received a
notice from The Nasdaq Stock Market ("Nasdaq") indicating that, as a result
of the resignation of Mr. McDonnell, the Company is not in compliance with
the audit committee requirement set forth in Nasdaq's Marketplace Rule 4350,
which provides that the audit committee shall be comprised of at least three
independent directors. Under Marketplace Rule 4350(d)(4), the Company is
provided a cure period to regain compliance which extends until the earlier
of the Company's next annual meeting of shareholders or August 1, 2007. If
the Company does not regain compliance within such period, the Company's
common stock will be subject to delisting from The Nasdaq National Market.
The Company is undertaking steps to identify a new director or existing
director to appoint to its audit committee, and the Company believes that it
will be in compliance with the Nasdaq audit committee requirement within the
applicable cure period.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired. Not
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applicable.
(b) Pro forma financial information. Not applicable
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(c) Exhibits. See Exhibit Index
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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 thereunto duly authorized.
Dated: August 10, 2006
ZOLTEK COMPANIES, INC.
By /s/ Kevin Schott
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Kevin Schott
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
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99 Press Release, dated July 27, 2006, filed as Exhibit 99 to
the Company's Current Report on Form 8-K filed on July 28,
2006, is incorporated herein by this reference.
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