SKYE INTERNATIONAL, INC. Form 8-K
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 21, 2006
SKYE
INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
|
Nevada
(State
or other jurisdiction of incorporation)
|
000-27549
(Commission
File
Number)
|
88-0362112
(IRS
Employer
Identifica-tion
No.)
|
7150
West Erie Street, Chandler, Arizona 85226
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code (480)
889-9999
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):
[
]
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.
|
Registrant
received a notice dated April 21, 2006 from the NASD that it has been delinquent
with respect to the filing of its Annual Report on Form 10-K for the year ended
December 31, 2005. If the Registrant does not file that report by May 22, 2006,
it will be delisted from the OTC Bulletin Board, unless the Company successfully
appeals the delisting. A copy of the NASD delinquency notification is attached
as Exhibit 99.1 to this report. Its ability to file the report is dependent,
among other things, on completion of an audit of its financial statements for
2005 and the restatement of its financial statements for 2004, both of which
are
on-going at this time. There can be no assurance that the Registrant will file
those reports in sufficient time to be able to avoid the delisting or be able
to
successfully appeal the delisting, if it files an appeal.
| Item
5.02 |
Departure
of Directors or Principal Officers; Election of Directors; Appointment
of
Principal Officers
|
On
May
11, 2006 the Board of Directors of the Registrant filled two vacancies on the
Board by the election of the Wesley Sprunk and Kenneth Canerrelli to serve
until
the next election of directors or until their successors are duly elected.
The
Board has not yet determined the Committees on which each of these members
should participate. The Registrant is not aware of any relationships or related
transactions between either of these new directors and the Registrant and their
respective affiliates that are required to be disclosed pursuant to applicable
SEC rules.
At
that
meeting, the Registrant also appointed Sandra C. Ribble, with effect from June
1, 2006, as its Controller and Chief Accounting Officer. She has served as
Controller, as an independent contractor, since February 18, 2006, and in a
similar capacity from September 1, 2005 to October 31, 2005. Ms. Ribble is
55
years old. Sandra has over 18 years of financial experience including Principal
& Vice President of Finance with Jurika & Voyles, an investment
management firm in Oakland, CA with over $8.5 billion of assets under
management; controller for Immune Response Corporation, a publicly traded
biotech company in Carlsbad, CA; Chief Financial Officer for OIP LTD, a
technology development company in Carlsbad CA; and a manager with Arthur
Anderson, LLC. Sandra earned her undergraduate degree, a Bachelor of Science
degree in Business Administration, concentration in Accounting from California
State University, Sacramento, and a MBA in Finance from Golden Gate University
in San Francisco and is a licensed CPA in both Arizona and California. Ms.
Ribble is currently engaged on an “at-will” basis at a rate of $75.00 per hour.
Ms.
Ribble will replace Thomas Kreitzer as the principal accounting officer of
the
Company. Mr. Kreitzer has held the position of Chief Executive Officer and
Principal Accounting Officer, and will continue as Chief Executive
Officer.
At
its
meeting on May 11, 2006, the Board of Directors also postponed the shareholders’
meeting called for May 31, 2006 until a future date to be established after
the
Company has brought its SEC filings current. The Board has been advised that
the
President of the Company has also consented to this postponement. The Board
has
not evaluated whether the meeting was duly called.
| Item9.01. |
Financial
Statements and Exhibits.
|
(d) Exhibits
|
10.1
|
Engagement
Letter between Sandra C. Ribble, CPA and Registrant dated March 8,
2006.
|
|
99.1
|
Notice
from the NASD dated April 21, 2006 regarding potential delisting
from the
OTC Bulletin Board
|
This
filing contains forward-looking statements, in that they do not discuss
historical fact, but instead note future expectations or prospective events.
Forward-looking statements are made pursuant to the safe-harbor provisions
of
the Private Securities Litigation Reform Act of 1995. Those statements are
subject to known and unknown risks, uncertainties and other factors that could
cause actual results to differ materially from those contemplated by the
forward-looking statements. Those factors include the Company’s ability to
complete its SEC filings, to produce and market its products and to generate
revenues. The Company does not intend to update forward-looking statements
to
reflect actual results or changes in assumptions or other factors that could
affect those statements.
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.
SKYE
INTERNATIONAL, INC.
| May
15, 2006 |
By: Gregg
C. Johnson |
|
|
| |
Gregg
C. Johnson, Secretary |
|
|