abernethy8k.htm
Washington,
DC 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) July 8,
2009
(Exact
Name of Registrant as Specified in its Charter)
Delaware 0-11720
52-1206400
(State or Other
Jurisdiction (Commission
File Number) (I.R.S.
Employer
of
Incorporation) Identification
No.)
3524
Airport Road
Maiden,
North Carolina
28650
(Address
of Principal Executive Offices)
(Zip
Code)
(828)
464-8741
(Registrant’s
Telephone Number, Including Area Code)
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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 (see General Instruction A.2.
below):
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4c))
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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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(b) On
July 8, 2009, Air T, Inc. (the “Company”) provided written notice to The Nasdaq
Stock Market LLC (“Nasdaq”) that earlier that day Claude S. Abernethy, Jr., an
independent member of the Company’s Board of Directors and one of the three
members of the Company’s Audit Committee, had passed away, and that, as a result
of Mr. Abernethy’s death, the Company was temporarily in noncompliance
with:
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Nasdaq
Rule 5605(b)(1), which requires that independent directors comprise a
majority of the Board of Directors;
and
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Nasdaq
Rule 5605(c)(2), which requires that the Audit Committee be comprised of
at least three members.
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Each of
Nasdaq Rules 5605(b)(1) and 5605(c)(2) provides a cure period of 180 days for
the Company to regain compliance.
On July
9, 2009, the Executive Committee of the Board of Directors of the Company
appointed Dennis A. Wicker, an independent director, to the Audit
Committee. As a result of this action, the Company believes that it
has regained compliance with Nasdaq Rule 5605(c)(2).
The
Company intends to regain compliance with Nasdaq Rule 5605(b)(1) prior to the
expiration of the 180-day cure period through the appointment or election of an
independent director to the Board of Directors to fill the vacancy created by
Mr. Abernethy’s death.
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.
Date:
July 13, 2009
AIR T,
INC.
By: /s/ Walter Clark
Walter
Clark, Chief Executive Officer