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): May 1, 2012
Penson Worldwide, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-32878 | 75-2896356 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1700 Pacific Avenue, Suite 1400
Dallas, Texas 75201
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (214) 765-1100
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)) |
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On May 1, 2012, Penson Worldwide Inc. (the “Company”) received written notice from The NASDAQ Stock Market LLC (“NASDAQ”) indicating that, for the last 30 consecutive business days, the bid price for the Company’s common stock had closed below the minimum $1.00 per share required for continued inclusion on The NASDAQ Global Select Market under applicable NASDAQ listing rules. The notification letter states that the Company will be afforded 180 calendar days, or until October 29, 2012, to regain compliance with the minimum bid price requirement. In order to regain compliance, shares of the Company’s common stock must maintain a minimum bid closing price of at least $1.00 per share for a minimum of ten consecutive business days.
NASDAQ’s letter further states that if the Company does not regain compliance with the minimum bid price requirement, it may be eligible for additional time under NASDAQ Marketplace Rule 5810(c)(3)(A)(ii) for an additional 180 day period if it submits, no later than October 29, 2012, an application to transfer its common stock to The NASDAQ Capital Market. The Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards of The NASDAQ Capital Market, with the exception of the minimum bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split if necessary. NASDAQ staff will make a determination of whether it believes the Company will be able to cure this deficiency, or should the Company determine not to submit a transfer application to The NASDAQ Capital Market, NASDAQ will provide written notification to the Company that its common stock will be subject to delisting from The NASDAQ Global Select Market. At that time, the Company may appeal NASDAQ’s decision to a NASDAQ Hearings Panel.
The Company intends to actively monitor the bid price for its common stock and will consider all available options to resolve the deficiency and regain compliance with the NASDAQ minimum bid price requirement.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Penson Worldwide, Inc. | ||||
| Date: April 7, 2012 |
By: | /s/ Philip A. Pendergraft | ||
| Philip A. Pendergraft | ||||
| Chief Executive Officer | ||||