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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): April 27, 2005
SPIRE CORPORATION
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(Exact name of Registrant as specified in its charter)
Massachusetts 0-12742 04-2457335
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification Number)
One Patriots Park, Bedford, Massachusetts 01730-2396
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 781-275-6000
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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SECTION 3 - SECURITIES AND TRADING MARKETS
ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE
OR STANDARD; TRANSFER OF LISTING.
On April 6, 2005, Spire Corporation (the "Company") received a letter
from the Nasdaq Listing Qualifications Panel (the "Nasdaq Panel") indicating
that the Company is no longer in compliance with the $10,000,000 minimum
stockholders' equity requirement for continued listing set forth in Nasdaq
Marketplace Rule 4450(a)(3). The Nasdaq Panel requested that the Company
provide, by April 13, 2005, the Company's plan to achieve and sustain compliance
with this requirement. On April 13, 2005, the Company presented such plan to the
Nasdaq Panel.
On April 25, 2005, the Company received a letter from the Nasdaq Panel
informing the Company that the Nasdaq Panel was remanding this case to the
Nasdaq Staff. The Nasdaq Panel indicated that it believes that the Nasdaq Staff
is the appropriate body to review and evaluate the Company's plan of compliance,
following its normal procedures and processes.
On April 27, 2005, the Nasdaq Staff issued a Determination letter
reiterating the Nasdaq Panel's April 6th finding that the Company is no longer
in compliance with the $10,000,000 minimum stockholders' equity requirement for
continued listing set forth in Nasdaq Marketplace Rule 4450(a)(3), and that the
Nasdaq Staff will review the Company's eligibility for continued National Market
listing. The Nasdaq Staff has requested that the Company provide, on or before
May 12, 2005, a plan to achieve and sustain compliance with Nasdaq listing
standards. The Company intends to present such plan to the Nasdaq Staff. If,
after conclusion of its review, Nasdaq determines that the Company has not
presented a sufficient plan to achieve and sustain compliance, it will provide
written notification that the Company's common stock will be delisted. If the
Company were to receive such a written notification, it could appeal the
decision to a Nasdaq Listing Qualifications Panel. If such an appeal were
unsuccessful, the Company could apply to list the Company's common stock on the
Nasdaq SmallCap Market. The Company is currently evaluating its options with
respect to its response to the notice.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit No. Description
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99.1 News Release of the Company dated May 3, 2005
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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.
SPIRE CORPORATION
Date: May 3, 2005 By: /s/ Roger G. Little
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Roger G. Little
President, Chief Executive Officer
and Chairman of the Board
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EXHIBIT INDEX
Exhibit Description
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99.1 News Release of the Company dated May 3, 2005
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