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
October 7, 2004
Date of Report (Date of earliest event reported)
Millennium Cell Inc.
(Exact name of Registrant as specified in its charter)
Delaware 000-31083 22-3726792
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
1 Industrial Way West
Eatontown, New Jersey 07724
(Address of principal executive offices)
(732) 542-4000
(Registrant's telephone number, including area code)
(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:
[ ] 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 October 7, 2004, Millennium Cell Inc. (the "Company"), received a
letter (the "Letter") from The Nasdaq Stock Market ("Nasdaq") notifying the
Company that for 10 consecutive trading days prior to the date of the Letter,
the market value of the Company's listed securities had been below the minimum
of $50,000,000 as required for continued inclusion on the Nasdaq National Market
by Marketplace Rule 4450(b)(1)(A). Accordingly, in accordance with Marketplace
Rule 4450(e)(4), Nasdaq has provided the Company with 30 calendar days, or until
November 8, 2004, to regain compliance. If, at anytime prior to November 8,
2004, the market value of listed securities of the Company's common stock is
$50,000,000 or more for a minimum of 10 consecutive business days, the staff of
Nasdaq will determine if the Company complies with the Rule. If the Company does
not demonstrate compliance with Marketplace Rule 4450(b)(1)(A) by November 8,
2004, Nasdaq will provide written notification that the Company's securities
will be delisted from the Nasdaq National Market. In that case, prior to any
delisting, the Company may appeal the Nasdaq staff's determination to a Listing
Qualifications Panel, which would conduct a hearing on the matter.
In the Letter, Nasdaq also notified the Company that it is not in
compliance with Marketplace Rule 4450(b)(1)(B), which requires total assets and
total revenue of $50,000,000 each for the most recently completed fiscal year or
two of the last three most recently completed fiscal years. Under the Nasdaq's
National Market Continued Inclusion Requirements, the Company may maintain its
listing qualification without complying with this requirement if it is in
compliance with the requirements of Marketplace Rule 4450(b)(1)(A) with respect
to the market value of its listed securities being at least $50,000,000.
The Company is presently considering a number of alternatives to regain
compliance with Marketplace Rule 4450(b)(1)(A), including but not limited to the
conversion of outstanding debentures into common stock and issuances of equity
to potential OEM or development partners. In the event that the Company does not
regain compliance by November 8, 2004, the Company presently intends to appeal
the Nasdaq staff's determination to a Listing Qualifications Panel.
Cautionary Note Regarding Forward-looking Statements:
This Current Report on Form 8-K may include statements that are not historical
facts and are considered "forward-looking" within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements
reflect the Registrant's current views about future events and financial
performance and are subject to risks. Forward-looking statements are identified
by their use of terms and phrases such as "believe," "expect," "plan,"
"anticipate," "on target" and similar expressions identifying forward-looking
statements. Investors should not rely on forward-looking statements because they
are subject to a variety of risks, uncertainties and other factors, many of
which are outside of our control, that could cause actual results to differ
materially from the Company's expectations, and the Company expressly does not
undertake any duty to update forward-looking statements. These factors include,
but are not limited to, the following: (i) the Company's ability to raise
capital at the times, in the amounts and at the costs and terms that are
acceptable to fund the development and commercialization of its hydrogen fuel
storage and delivery system and its business plan; (ii) the Company's ability to
form strategic alliances or partnerships to help promote our technology and
achieve market acceptance; and (iii) other factors discussed under the caption
"Investment Considerations" in the Company's Annual Report on Form 10-K for the
year ended December 31, 2003.
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.
Millennium Cell Inc.
By: /s/ John D. Giolli
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Name: John D. Giolli, CPA
Title: Vice President, Finance and
Acting Chief Financial Officer
Date: October 14, 2004