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): September 19, 2011
BROADWIND ENERGY, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware (State or Other Jurisdiction of |
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0-31313 (Commission File Number) |
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88-0409160 (IRS Employer Identification No.) |
47 East Chicago Avenue, Suite 332, Naperville, Illinois 60540
(Address of Principal Executive Offices) (Zip Code)
Registrants Telephone Number, Including Area Code: (630) 637-0315
Not Applicable
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 September 19, 2011, Broadwind Energy, Inc. (the Company) received a notification letter (the Notice) from The NASDAQ Stock Market (NASDAQ) advising the Company that for 30 consecutive trading days preceding the date of the Notice, the bid price of the Companys common stock had closed below the $1.00 per share minimum required for continued listing on The NASDAQ Global Select Market pursuant to NASDAQ Marketplace Rule 5450(a)(1) (the Minimum Bid Price Rule).
The Notice has no effect on the listing of the Companys common stock at this time and the Companys common stock will continue to trade on the NASDAQ Global Select Market under the symbol BWEN.
The Notice also stated that the Company will be provided 180 calendar days, or until March 19, 2012, to regain compliance with the Minimum Bid Price Rule. To do so, the bid price of the Companys common stock must close at or above $1.00 per share for a minimum of ten consecutive trading days prior to that date.
If compliance with the Minimum Bid Price Rule cannot be demonstrated by March 19, 2012, NASDAQ will provide written notification to the Company that the Companys common stock is subject to delisting. The Company may, however, be eligible for an additional grace period if it satisfies the initial listing standards (with the exception of the Minimum Bid Price Rule) for listing on the NASDAQ Capital Market, and submits a timely notification to NASDAQ to transfer the listing of its common stock to the NASDAQ Capital Market. The Company may also appeal NASDAQs delisting determination to a NASDAQ Hearings Panel.
The Company intends to continue to monitor the bid price for its common stock. If the Companys common stock does not trade at a level that is likely to regain compliance with the NASDAQ requirements, the Companys Board of Directors will consider other options that may be available to achieve compliance, including, but not limited to, seeking implementation of a reverse stock split, which would require approval of the Companys stockholders. The Companys Board of Directors has taken no action at this time to implement a reverse stock split.
Cautionary Note Regarding Forward-Looking Statements
Certain information contained herein may include forward-looking statements. These forward-looking statements relate to the Companys ability to regain compliance with the Minimum Bid Price Rule, obtain an additional grace period from NASDAQ, successfully appeal any NASDAQ delisting determination, and the timing and potential implementation of a reverse stock split. There can be no assurance that the Company will receive an additional grace period from NASDAQ, be able to implement a reverse stock split, regain compliance with the Minimum Bid Price Rule or successfully appeal any delisting determination. Factors that could cause actual events or results to differ significantly from those described in the forward-looking statements include, but are not limited to those described in the cautionary language included under the headings Risk Factors and Managements Discussion and Analysis of Financial Condition and Results of Operations in the Companys Annual Report on Form 10-K for the year ended December 31, 2010, the Companys Quarterly Reports on Forms 10-Q for the quarters ended March 31, 2011, and June 30, 2011, and other filings with the Securities and Exchange Commission.
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.
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BROADWIND ENERGY, INC. | |
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September 23, 2011 |
By: |
PETER C. DUPREY |
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Peter C. Duprey |
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President and Chief Executive Officer |