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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 1, 2005
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SonomaWest Holdings, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware 000-01912 94-1069729
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
2064 Highway 116 North
Sebastopol, California 95472
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (707) 824-2534
Same
(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 (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))
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On August 1, 2005, SonomaWest Holdings, Inc. (the "Company") received a
notice from the Listing Qualifications Department of the Nasdaq Stock Market
indicating that the Company's common stock will be delisted from the Nasdaq
Stock Market at the opening of business on August 10, 2005. The Company does not
satisfy the director independence requirements that are contained in Nasdaq
Marketplace Rules 4350(d)(2)(A) and 4350(c)(1), and the intended delisting is
the result of the Company's inability to certify compliance with applicable
Nasdaq corporate governance requirements by July 31, 2005 as required by the
Nasdaq rules.
Although the Nasdaq notice indicates that the Company may appeal within
seven days, the Company has determined not to appeal the Nasdaq Staff's
determination. The Company anticipates that the last trading day for its common
stock on the Nasdaq SmallCap Market will be August 9, 2005. The Company
anticipates that after August 10, the common stock will be eligible for trading
on the OTC Bulletin Board, once one or more market-makers commence trading of
the common stock on the Bulletin Board.
A copy of the Company's press release relating to the above matters is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit Number Description of Exhibit
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99.1 Press Release dated August 3, 2005
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 hereunto duly authorized.
SONOMAWEST HOLDINGS, INC.
Date: August 3, 2005 By: /s/ Walker R. Stapleton
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Walker R. Stapleton
Chief Executive Officer