noncompliancefor8k.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 16,
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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(a) As
reported in the Form 8-K filed by Air T, Inc. (“Air T”) with the Securities and
Exchange Commission on July 9, 2009, on July 8, 2009 Claude S. Abernethy, Jr.,
an independent member of the Air T’s Board of Directors and one of the three
members of its Audit Committee, passed away, and that, as a result of Mr.
Abernethy’s death, Air T was temporarily in noncompliance with Nasdaq Listing
Rule 5605(b)(1), which requires that independent directors comprise a majority
of the Board of Directors, and Nasdaq Listing Rule 5605(c)(2), which requires
that the Audit Committee be comprised of at least three members. Each
of Nasdaq Listing Rules 5605(b)(1) and 5605(c)(2) provides a cure period of 180
days for Air T to regain compliance.
Air T
notified The Nasdaq Stock Market (“Nasdaq”) on July 8, 2009 of its temporary
non-compliance with these listing rules. On July 9, 2009, Air T
notified Nasdaq that earlier that day the Executive Committee of the Board of
Directors had appointed Dennis A. Wicker, an independent director, to the Audit
Committee, and as a result of this action, Air T had regained compliance with
Nasdaq Listing Rule 5605(c)(2). Air T intends to regain
compliance with Nasdaq Listing Rule 5605(b)(1) prior to the expiration of the
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.
On July
16, 2009, Air T received notice from Nasdaq advising that, as result of Mr.
Abernethy ceasing to be a director, Air T was not in compliance with Nasdaq
Listing Rule 5605(b)(1) and confirming that Air T must regain compliance
with this requirement by January 4, 2010. As required by Nasdaq
listing rules, Air T issued a press release on July 16, 2009 disclosing its
receipt of this notice, which press release is filed as Exhibit 99.1 hereto and
is incorporated herein by reference.
Item 9.01. Financial Statements and
Exhibits.
(c) Exhibits
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Exhibit
99.1
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Press
release of Air T, Inc. dated July 16,
2009
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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.
Date:
July 16, 2009
AIR T,
INC.
By: /s/ Walter Clark
Walter
Clark, Chief Executive Officer
Exhibit
Index
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Exhibit
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Description
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Exhibit
99.1
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Press
release of Air T, Inc. dated July 16,
2009
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