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)
March
20,
2007
BODISEN
BIOTECH, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-32616
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98-0381367
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(State
or other Jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
Incorporation)
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Identification
No.)
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North
Part of Xinquia Road, Yang Ling Agricultural High-Tech
People's
Republic of China 712100
(Address
of Principal Executive Offices
86-29-87074957
(Registrant’s
Telephone Number, Including Area Code
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 (see General
Instruction A.2. below):
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))
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Item
3.01.
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Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
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As
previously disclosed, on November 6, 2006, the Company received a letter from
the American Stock Exchange (“Amex”) indicating that the Company is not in
compliance with certain continued listing standards. At the request of the
Amex,
the Company submitted to the Amex a plan setting forth actions that the Company
has taken, or will take, to achieve compliance with Amex continued listing
standards, and the Company provided the Amex with subsequent updates. The Amex
determined that the plan period will end no later than the timely filing of
the
Company’s Form 10-K for the period ended December 31, 2006, or April 17, 2007.
Accordingly, the Company’s securities continued to be listed on the Amex during
this period pursuant to an extension.
Under
the
specific terms of the plan, the Company was required to provide certain
information to the Amex through periodic updates. The Company has been unable
to
provide all such definitive information to the Amex within the applicable time
period. Accordingly, the Company expects to soon receive formal notice from
the
Amex indicating the Amex’s intent to strike the Company’s common stock from
listing on the Amex by filing a delisting application with the Securities and
Exchange Commission. The Company will report the details of such notice if
and
when it is received.
The
Company’s failure to file its Annual Report on Form 10-K with the Securities and
Exchange Commission when due could serve as an additional basis for Amex to
commence delisting proceedings. As also announced today, the Company has delayed
the filing of its Annual Report on Form 10-K for the fiscal year ended December
31, 2006.
Concurrent
with the filing of this Form 8-K, the Company is distributing a press release
announcing the Company’s anticipated delisting from the Amex. The press release
is attached to this report as Exhibit 99.1.
Bodisen
Becomes an Accelerated Filer
The
Company has determined that it ceased being a small business issuer in 2006,
and
under applicable Securities and Exchange Commission regulations, is deemed
an
accelerated filer. Accordingly, the Company’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2006 became due on March 16, 2007.
Bodisen
Delays Filing Annual Report on Form 10-K
The
Company intends to delay filing its Annual Report on Form 10-K for the fiscal
year ended December 31, 2006. Accordingly,
as of 5:31 p.m. Eastern time on March 16, 2007, Bodisen no longer met the
"current public information" requirements of subsection (c) of Rule 144 under
the Securities Act of 1933, as amended. The
Company is working to complete its Annual Report as soon as possible, but cannot
at this time predict when it will file the Annual Report for the fiscal year
ended December 31, 2006.
Bodisen
Updates Information Regarding Stock Ownership
As
part
of its previously announced internal review, the Company is providing updated
information regarding the share ownership of Qiong Wang and Bo Chen, its prior
and current chief executive officers, as well as information regarding claims
that third parties may have that they are entitled to stock in the Company.
The
Company has not determined whether or not the updated information impacts the
Company's capitalization or creates a previously unstated Company
liability.
In
September 2005, Qiong Wang and Bo Chen made
stock
transfers to individuals identified as their children.
The
Company also understands that the children made substantial stock transfers
shortly thereafter to persons residing in the People’s Republic of China on
whose behalf the shares were held by Ms. Wang, Mr. Chen and the children.
The
Company understands that some or all of the 19 stockholders of Bodisen
International, Inc. (which, prior to the “reverse merger”, was the parent of
what now is the Company’s principal operating subsidiary) who received stock in
the “reverse merger” held at least a portion of such shares on behalf of
additional persons residing in China, with respect to which transfers have
not
yet been made. The exact nature and extent of these interests are not yet known,
including whether they support claims against individual stockholders or, in
contrast, claims against the Company. As a result, at this time, the Company
cannot eliminate the possibility that, to the extent such interests exist and
support claims against the Company, they would constitute a material liability
or materially impact the capitalization of the Company.
As
a
result of the reverse merger and after giving effect to the 3-for-1 stock
dividend paid in 2004, these 19 stockholders originally held of record
12,000,000 shares of the Company’s common stock, of which Ms. Wang was the
record holder of 3,748,780 shares and Mr. Chen was the record holder of
3,584,096 shares. According to the records of the Company’s transfer agent,
Qiong Wang currently is record holder of 720,000 shares of the Company’s common
stock and Bo Chen currently is record holder of 690,000 shares of the Company’s
common stock. According to the records of the Company's transfer agent, the
children of Qiong Wang and Bo Chen currently together hold 2,639
shares.
The
Company intends to provide additional information and make appropriate SEC
filings regarding the equity interests and the holdings of Qiong Wang and Bo
Chen and such third party claims once the Company and its advisors complete
their review of the Company’s internal records and any relevant
documents.
The
foregoing was announced in the press release attached hereto as Exhibit 99.1,
which is incorporated herein by reference.
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Item
9.01
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Financial
Statements and Exhibits
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(d)
Exhibits
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Exhibit
No.
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Description
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99.1
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Press
Release dated March 20, 2007
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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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BODISEN
BIOTECH, INC.
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(Registrant)
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Date:
March
20, 2007
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/s/
Bo
Chen
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Bo
Chen
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Chairman,
Chief Executive Officer and
President
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