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 28, 2011
TBS INTERNATIONAL PLC
(Exact name of Registrant as Specified in its Charter)
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Ireland
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001-34599
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98-0646151
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(State or other jurisdiction
of incorporation)
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(Commission file number)
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(I.R.S. Employer
Identification Number)
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Block A1 East Point Business Park
Fairview, Dublin 3, Ireland
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(Address of principal executive offices)
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+1 353(0) 1 618 0000
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(Registrant’s telephone number, including area code)
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N/A
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(Former name or former address, if changed from 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:
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 28, 2011, TBS International plc (the "Company") received formal notification from The Nasdaq Stock Market ("Nasdaq") that it was not in compliance with Nasdaq's continued listing standard under Nasdaq Listing Rule 5450(a)(1). The Company failed to meet this listing standard because the closing bid price for the Company's ordinary shares for each trading day in the 30-day period from August 16, 2011 to September 27, 2011 was less than $1.00. The Company has 180 days, or until March 26, 2012, to regain compliance by having the closing bid price of the Company's ordinary shares be at least $1.00 for 10 consecutive trading days. If the Company fails to regain compliance, Nasdaq will provide written notification to the Company that the Company's ordinary shares will be subject to suspension and delisting procedures. During the 180 day cure period, and subject to compliance with the Nasdaq's other continued listing standards, the Company expects that its ordinary shares will continue to be listed on Nasdaq.
The Company intends to actively monitor the bid price of its ordinary shares and, if its ordinary shares do not trade at a level likely to result in the Company regaining compliance during the cure period, will consider available options to regain compliance with Nasdaq's continued listing requirements. Such options may include modifications of the Company's outstanding debt obligations or a reverse stock split.
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.
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TBS INTERNATIONAL PLC
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Date: September 30, 2011
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By:
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/s/ Ferdinand V. Lepere
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Name:
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Ferdinand V. Lepere
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Title:
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Senior Executive Vice President and Chief Financial Officer
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