Vita Food Products Inc - Current report filing
November 08 2007 - 5:07AM
Edgar (US Regulatory)
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)
November 5, 2007
Vita Food Products, Inc.
(Exact name of registrant
as specified in its charter)
Nevada
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1-12599
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36-3171548
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(State or other
jurisdiction of
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(Commission
File Number)
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(IRS
Employer
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incorporation)
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Identification No.)
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2222
West Lake Street
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60612
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Chicago,
Illinois
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(Zip Code)
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(Address of principal
executive offices)
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(312)
738-4500
(Registrants
telephone number, including area code)
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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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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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-4(c))
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ITEM 3.01 Notice of Delisting or Failure to
Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
November 5, 2007, Vita Food Products, Inc. (the Company) furnished
notification of delisting and deregistration to the American Stock Exchange (the
AMEX) and issued a public press release with respect thereto. These actions followed the November 2, 2007
determination by the Companys Board of Directors, after consulting with
management, to delist the Companys common stock from the AMEX and deregister
its common stock under the Securities Exchange Act of 1934, as amended (the Exchange
Act), after carefully considering the advantages and disadvantages of
continuing registration and listing. The costs and administrative burdens
associated with being a public company have significantly increased,
particularly in light of the adoption of the Sarbanes-Oxley Act and the
adoption of new rules by the Securities and Exchange Commission (the SEC) and
the AMEX. The Board determined that the rising costs of compliance, as well as
the substantial demands on management time and resources compelled by the
compliance requirements, outweigh the benefits the Company receives from
maintaining its registered and listed status. The Board believes that
deregistering will result in significant reductions in the Companys
accounting, legal and administrative expenses, avoid even higher future
expenses and enable management to focus all of its time and resources on
operating the Company and enhancing shareholder value. The Company will file a Form 25, delisting its
shares, on November 16, 2007 and a Form 15, deregistering them, on November 26,
2007, the effective date of delisting.
The
Company is eligible to deregister under the Exchange Act by filing a
Form 15 because it has fewer than 300 holders of record of its common
stock. Upon the filing of the
Form 15, the Companys obligation to file certain reports with the SEC,
including Forms 10-K, 10-Q and 8-K, will immediately be suspended. The Company
expects that the deregistration of its common stock will become effective
90 days after the date of filing of the Form 15 with the SEC. The
Company expects, but cannot guaranty, that its common stock will be quoted on
the Pink Sheets after it delists from the AMEX. There can also be no assurance
that any brokerage firms will continue to make a market in the common stock
after the delisting. The Pink Sheets is a provider of pricing and financial
information for the over-the-counter securities markets. It is a centralized
quotation service that collects and publishes market maker quotes in real time
primarily through its website, www.pinksheets.com, which provides stock and
bond price quotes, financial news, and information about securities.
A
copy of the Companys press release with respect to the Companys decision to
delist and deregister its common stock is attached as Exhibit 99.1 to this
Current Report on Form 8-K.
ITEM 9.01 Financial
Statements and Exhibits.
(a)
Financial statements of businesses
acquired.
Not applicable.
2
(b)
Pro forma financial information.
Not
applicable.
(c)
Shell Company Transactions.
Not applicable.
(d)
Exhibits.
See exhibit index attached.
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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.
VITA FOOD PRODUCTS, INC.
Date:
November 8, 2007
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By:
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/s/Clifford K. Bolen
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Clifford
K. Bolen
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President
and Chief Executive Officer
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(Principal
Executive Officer)
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Date:
November 8, 2007
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By:
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/s/R. Anthony Nelson
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R.
Anthony Nelson
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Chief
Financial Officer
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(Principal Financial and
Accounting Officer)
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EXHIBIT
INDEX
Exhibit Number
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Document
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99.1
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Press Release dated November 5, 2007.
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5
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