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): April 27, 2006
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GREENMAN TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-13776 71-0724248
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
7 Kimball Lane
Building A
Lynnfield, MA 01940
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(Address of principal executive offices, including zip code)
(781) 224-2411
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(Registrant's telephone number, including area code)
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(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:
|_| Written communications pursuant to Rule 425 under the Securities Act
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
On April 25, 2006, the Registrant received a notice from the American
Stock Exchange (the "Exchange") stating that the Exchange intends to initiate
proceedings to delist the Registrant's common stock. The notice indicates that
the Registrant has failed to comply with Sections 134, 610, 1003(f)(iii) and
1101 of the Exchange's Company Guide (the "Company Guide"). Specifically:
1. As previously reported, the Exchange notified the Registrant on February
13, 2006 that the Registrant was not in compliance with the Exchange's
requirements for continued listing set forth in Section 1003(a)(i) of the
Company Guide with respect to having at least $2,000,000 in shareholders'
equity and losses from continuing operations and/or net losses in two out
of its three most recent fiscal years. The Exchange's April 25 notice
states that the Staff of the Exchange does not believe that the steps
outlined in the Registrant's plan to bring itself into compliance with
Section 1003(a)(i), submitted to the Exchange on March 14, 2006, will
enable the Registrant to regain compliance within the required timeframe.
2. As previously reported, the Exchange notified the Registrant on January 5,
2006 that the Registrant was not in compliance with the Exchange's
requirements for continued listing set forth in Sections 134 and 1101 of
the Company Guide with respect to the Registrant's failure to file its
Quarterly Report on Form 10-QSB for the quarter ended December 31, 2005
(the "Quarterly Report") with the Securities and Exchange Commission. On
March 2, 2006, the Registrant submitted a plan to bring itself into
compliance with Sections 134 and 1101 by April 6, 2006. However, the
Registrant has been unable to comply with that plan or to file the
Quarterly Report.
3. The Exchange's April 25 notice also indicates that, based on a subsequent
review of the Registrant's Form 10-KSB for the fiscal year ended September
30, 2005, the Registrant is not in compliance with the Exchange's
requirements for continued listing set forth in Section 1003(a)(ii) of the
Company Guide, which requires a company to maintain stockholders' equity
in excess of $4,000,000 if it has sustained losses from continuing
operations and/or net losses in three out of its four most recent fiscal
years.
4. The Exchange's April 25 notice also indicates that the Registrant is not
in compliance with Section 610(b) of the Company Guide, which requires a
company that has received an audit opinion that contains a going concern
qualification to make a public announcement through the news media
disclosing the receipt of such qualified opinion.
The Registrant is entitled to appeal the Staff's determination to initiate
delisting proceedings on or before May 2, 2006, and intends to file such appeal
and a request for a hearing before a committee of the Exchange. The Registrant
is working diligently to file the Quarterly Report within the next ten days. The
Registrant believes that its press release issued on April 10, 2006, and filed
with the Securities and Exchange Commission on April 12, 2006, complies with
Section 610(b) of the Company Guide. In that release, the Registrant stated, in
part, that it would hold a conference call on April 20, 2006 to "provide more
details about actions which have been taken and are in the process of being
taken to accelerate [the Registrant's] financial turnaround including our
initiatives to address the going-concern opinion issued by the our auditors on
the September 30, 2005, audited financial statements."
Pursuant to the Company Guide, the Registrant expects that its common
stock will remain listed for trading pending the outcome of the appeal, subject
to the Exchange's ongoing review of the matter. The Registrant can provide no
assurance, however, that its appeal will be successful or that the Exchange will
not suspend trading in the Registrant's common stock prior to the hearing.
On April 27, 2006, the Registrant issued a press release to announce the
receipt of the notice from the Exchange.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit 99.1 Press release of the Registrant dated April 27, 2006
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.
GREENMAN TECHNOLOGIES, INC.
(Registrant)
By: /s/ Charles E. Coppa
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Charles E. Coppa
Chief Financial Officer
Date: April 27, 2006