Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On June 25, 2014, Pulse Electronics Corporation, a Pennsylvania corporation (the "Company") was notified by the New York Stock Exchange (the "NYSE" or the "Exchange"), that the Company had fallen below one of the Exchange's continued listing standards, specifically Rule 802.01B of the NYSE Listed Company Manual, which requires companies whose total stockholders' equity is less than $50 million to maintain an average global market capitalization over a consecutive 30-day trading period of not less than $50 million.
Under applicable NYSE rules, the Company has 45 days from the receipt of the notice to demonstrate its ability to achieve compliance with the market capitalization listing standards within nine (9) months of receipt of the notice. The Company intends to work with the NYSE to evaluate its options to cure the deficiency within the prescribed timeframe. If the Exchange grants us the nine-month cure period, the shares of common stock of the Company will continue to be listed on the NYSE during such time, subject to the compliance with other NYSE continued listing standards and continued periodic review by the NYSE of the Company's progress. Under the applicable rules, the Exchange has the right to initiate delisting proceedings if (1) the Company cannot demonstrate its ability to achieve compliance on a timely basis; (2) the NYSE does not grant the Company the nine-month cure period; or (3) the NYSE grants the Company the nine-month cure period but the Company does not make satisfactory progress to cure.
If the common stock ultimately were to be delisted for any reason, it could (1) reduce the liquidity and market price of the common stock and (2) negatively impact the ability of the Company to conduct equity financings and access the public capital markets.
As required under NYSE rules, the Company issued a press release on July 1, 2014, announcing that it had received the notice of noncompliance with Rule 802.1B and that the Company intends to seek to cure the deficiency within the prescribed timeframe. A copy of this press release is attached hereto as Exhibit 99.1 to this Form 8-K.
Cautionary Note Regarding Forward-looking Statements:
To the extent that statements in this Current Report on Form 8-K are not strictly historical, including statements as to the Company's plans with respect to the NYSE letter of June 25, 2014, or otherwise as to future events, such statements are forward-looking, and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The forward-looking statements contained in this Current Report are subject to certain risks and uncertainties that could cause actual results to differ materially from the statements made, including, without limitation, risks that the Company may be unsuccessful in attempts to improve its financial and operational performance, to improve liquidity and cash flow through the delivering of its balance sheet, to restructure its indebtedness, and to secure additional capital as necessary, as well as effect the potential disposition of select assets along with the consideration of broader strategic alternatives. Such risks and others are further described in the Company's filings with the Securities and Exchange Commission including the most recent reports on Forms 10-K, 10-Q and 8-K, and any amendments thereto.
Item 9.01. Financial Statements and Exhibits
The following is attached as an exhibit to this Current Report on Form 8-K:
Exhibit Number Description 99.1 Press Release of Pulse Electronics Corporation, dated July 1, 2014.
DISCLOSURE: The views and opinions expressed in this article are those of the authors, and do not represent the views of equities.com. Readers should not consider statements made by the author as formal recommendations and should consult their financial advisor before making any investment decisions. To read our full disclosure, please go to: http://www.equities.com/disclaimer