AMCF Andatee China Marine Fuel Services Corp (CE)

 

UNITED STATES

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 6, 2015

 

Andatee China Marine Fuel Services Corporation

(Exact name of registrant as specified in its charter)

 

 

Delaware	001-34608	80-0445030
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

 

Unit C, No.68 of West Binhai Road, Xigang District, Dalian, P.R. of China

(Address of Principal Executive Office) (Zip Code)

 

011 (86411) 8240 8939

(Registrant’s telephone number, including area code)

 

N/A

(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 (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

 

On April 6, 2015, Andatee China Marine Fuel Services Corporation (the “Company”) received a notification from the Nasdaq Stock Market (“Nasdaq”) informing the Company that since it had not filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2014, the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1). The Nasdaq notification letter does not result in the immediate delisting of the Company’s common stock, and the stock will continue to trade uninterrupted under its current trading symbol. The Company must submit a plan of compliance with the foregoing listing deficiency by no later than June 5, 2015. If its plan is approved by the Nasdaq staff, the Company may be eligible for a listing exception of up to 180 calendar days (or until September 28, 2015) to regain compliance. If the Nasdaq staff concludes that the Company will not be able to cure the deficiency, or if the Company determines not to submit the required materials or make the required representations, the Company's common stock will be subject to delisting by Nasdaq. The foregoing description of the Nasdaq notification is qualified in its entirety by the text of such notification a copy of which is filed as exhibit to this filing.

 

As the Company disclosed in its Current Report on Form 8-K filed March 31, 2015, the Company expects the completion of the 2014 audit and filing of the 2014 Annual Report by no later than April 30, 2015.

 

Certain statements in this report that are not based on historical fact are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (which Sections were adopted as part of the Private Securities Litigation Reform Act of 1995), include, among others, the Company’s expectations relating to the completion of the 2014 audit and filing of the 2014 Annual Report. While management has based any forward-looking statements contained herein on its current expectations, the information on which such expectations were based may change. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of risks, uncertainties, and other factors, many of which are outside of the Company’s control, that could cause actual results to materially differ from such statements. Accordingly, investors should not place any reliance on forward-looking statements as a prediction of actual results. The Company disclaims any intention to, and undertake no obligation to, update or revise any forward-looking statement.

 

Item 8.01

Other Events

 

On April 10, 2015, the Company issued a press release relating to the foregoing event, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

 

(c)	Exhibits
99.1	Press release dated April 10, 2015.
99.2	Nasdaq Notification letter dated April 6, 2015.

 

 

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.

 

	Andatee China Marine Fuel Services Corporation
	By:	/s/ Wang Hao
		Wang Hao, Chief Executive Officer

 

Date:      April 10, 2015.

 

 

 

Exhibit 99.1 

 

Andatee Announces Receipt of Nasdaq Continued Listing Deficiency Notice

 

April 10, 2015, DALIAN, Liaoning Province, China - Andatee China Marine Fuel Services Corporation (NASDAQ: AMCF), a producer, distributor, and retailer of quality marine fuel for small cargo and fishing vessels in China (the “Company”), today announced that the Company received a notification from the Nasdaq Stock Market (“Nasdaq”) informing the Company that since it had not filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2014, the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1). The Nasdaq notification letter does not result in the immediate delisting of the Company’s common stock, and the stock will continue to trade uninterrupted under its current trading symbol.

 

The Company must submit a plan of compliance with the foregoing listing deficiency by no later than June 5, 2015. If its plan is approved by the Nasdaq staff, the Company may be eligible for a listing exception of up to 180 calendar days (or until September 28, 2015) to regain compliance. If the Nasdaq staff concludes that the Company will not be able to cure the deficiency, or if the Company determines not to submit the required materials or make the required representations, the Company's common stock will be subject to delisting by Nasdaq.

 

As the Company disclosed in its Current Report on Form 8-K filed March 31, 2015, the Company expects the completion of the 2014 audit and filing of the 2014 Annual Report by no later than April 30, 2015.

 

About Andatee China Marine Fuel Services Corporation

 

Andatee China Marine Fuel Services Corporation, through its subsidiaries, engages in the production, storage, distribution, and trading of blended marine fuel oil for cargo and fishing vessels in the People’s Republic of China. Andatee is based in Dalian, PRC.

 

Safe Harbor Relating to the Forward Looking Statements

 

Statements contained in this press release not relating to historical facts are forward-looking statements that are intended to fall within the safe harbor rule under the Private Securities Litigation Reform Act of 1995. All forward-looking statements included herein are based upon information available to the Company as of the date hereof and, except as is expressly required by the federal securities laws, the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, changed circumstances or future events or for any other reason. To the extent that any statements made here are not historical, these statements are essentially forward-looking. The Company uses words and phrases such as "guidance," "forecasted," "projects," "is expected," "remain confident," "will" and/or similar expressions to identify forward-looking statements in this press release. Undue reliance should not be placed on forward-looking information. The Company may also make written or oral forward-looking statements in its periodic reports filed with the U.S. Securities and Exchange Commission and other written materials and in oral statements made by its officers, directors or employees to third parties. These statements are subject to risks and uncertainties that cannot be predicted or quantified and, consequently, actual results may differ materially from those expressed or implied by these forward-looking statements. Such risk factors include, without limitation, the Company’s ability to submit a plan of compliance that will be approved by the Nasdaq staff, the Company’s ability to complete the 2014 audit and filing of the 2014 Annual Report on Form 10-K within the projected timeframe, its ability to maintain listing of its securities on Nasdaq, the Company’s ability to properly execute our business model, oil price stability, to address price and demand volatility, to counter weather and seasonal fluctuations, to attract and retain management and operational personnel, potential volatility in future earnings, fluctuations in the Company's operating results, our ability to expand geographically into new markets and successfully integrate future acquisitions, our ability to integrate and capitalize on the recent acquisitions, PRC governmental decisions and regulation, and existing and future competition that the Company is facing. Additional risks that could affect our future operating results are more fully described in our U.S. Securities and Exchange Commission filings, including our Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC and other subsequent filings. These filings are available at http://www.sec.gov. The Company may, from time to time, make additional written and oral forward-looking statements, including statements contained in our filings with the SEC and our reports to shareholders. We do not undertake to update any forward-looking statements that may be made from time to time by or on our behalf.

 

 

Exhibit 99.2

 

	805 King Farm Blvd.
	Rockville, MD 20850 / USA
	Nasdaq.com

 

By Electronic Delivery to: ywanghao@126.com; AOrudjev@schiffhardin.com; pwong@colomagc.com

 

April 6, 2015

 

Mr. Wang Hao

President, Chief Executive Officer

Andatee China Marine Fuel Services Corporation

24/F Xiwang Tower, No. 136, Zhongshan Road

Zhongshan, District

Dalian, P.R. of China

 

Re:

Andatee China Marine Fuel Services Corporations (the “Company”)

Nasdaq Symbol: AMCF

 

Dear Mr. Hao:

 

I am following up on a recent telephone conversation with Alec Orujdev in which I explained that since your Company has not yet filed its Form 10-K for the period ended December 31, 2014, (the “Filing”), it no longer complies with our Listing Rules (the “Rules”) for continued listing.¹ Under our Rules the Company now has 60 calendar days to submit a plan to regain compliance and if we accept your plan, we can grant an exception of up to 180 calendar days from the Filing’s due date, or until September 28, 2015, to regain compliance. Your plan should be as definitive as possible, addressing any issues that you believe would support your request for an exception. The fee for the compliance plan review is $5,000.² Please submit your non-refundable Compliance Plan Review fee in accordance with the instructions provided on the attached “Check Payment Form”.

 

In determining whether to accept your plan, we will consider such things as the likelihood that the Filing, along with any subsequent periodic filing that will be due, can be made within the 180 day period, the Company’s past compliance history, the reasons for the late Filing, other corporate events that may occur within our review period, the Company’s overall financial condition and its public disclosures. Please note that any subsequent periodic filing that is due within the 180 day exception period must be filed no later than the end of the period. Therefore, it would be helpful if your plan addresses each of these points. ³

 

¹ Listing Rule 5250(c)(1). For online access to all Nasdaq Rules, please see “Nasdaq Reference Links,” included with this letter.

² Listing Rule 5810(c)(2).

³ For additional information with respect to compliance plans please see attached “Nasdaq Reference Links” when preparing your plan of compliance. This attachment includes links to the Frequently Asked Questions section relating to continued listing.

 

 

Please email your plan and the copy of the Check Payment Form or wire confirmation to me at darryl.bass@nasdaq.com no later than June 5, 2015. After we review the plan, I will contact you if we have any questions or comments and will provide you written notice of our decision. If we do not accept your plan, you will have the opportunity to appeal that decision to a Hearings Panel.⁴

 

Our Rules require that the Company, as promptly as possible, but no later than four business days from the receipt of this letter, make a public announcement by issuing a press release disclosing receipt of this letter and the Nasdaq Rule(s) upon which it is based.⁵ The Company must also submit the announcement to Nasdaq’s MarketWatch Department.⁶ If the public announcement is made between the hours of 7:00 AM and 8:00 PM Eastern Time, the Company must submit the announcement to Nasdaq’s MarketWatch Department at least ten minutes prior its public release. If the public announcement is made outside of these hours, the Company must submit the announcement prior to 6:50 A.M. Eastern Time. Please note that if you do not make the required announcement trading in your securities will be halted.⁷

 

In addition, Nasdaq makes available to investors a list of all non-compliant companies, which is posted on our website at https://listingcenter.nasdaq.com. The Company will be included in this list beginning five business days from the date of this letter. As part of this process, an indicator reflecting the Company’s non-compliance will be broadcast over Nasdaq’s market data dissemination network and will also be made available to third party market data providers.

 

Finally, even though the Company has not filed its periodic report it is still required to provide us with the number of shares issued and outstanding at the end of each quarter. We would appreciate receiving this information electronically via the “Shares Outstanding Change Form,” which can be completed electronically through the NASDAQ OMX Listing Center located at https://listingcenter.nasdaqomx.com. In order to complete the Form, you will need to log in to the Listing Center or create an account, if you do not already have one. Once you are logged in, you will need to enter your CUSIP number to complete your submission. This form should be submitted electronically to us no later than seven days from receipt of this letter. If necessary, the Company may provide us with an estimated number.

 

⁴ See Listing Rule 5815(a).

⁵ Listing Rule 5810(b).

⁶ The notice must be submitted to Nasdaq’s MarketWatch Department through the Electronic Disclosure submission system available at www.NASDAQ.net.

⁷ Listing IM-5810-1.

 

 

If you have any questions, please do not hesitate to contact me, at +1 301 978 8062.

 

Sincerely,

 

/s/ Darryl Bass

Darryl Bass

Listing Analyst

Nasdaq Listing Qualifications

 

 

NASDAQ REFERENCE LINKS

 

Topic		Description
NASDAQ Listing Rules		All initial and continued listing rules
Corporate Governance		Board composition, committee requirements and shareholder approval
Fees		FAQ's Listing Fees
Frequently Asked Questions (FAQ's)		Topics related to initial listing and continued listing
Hearing Requests & Process		Discussion of the Nasdaq Hearings process
Listing of Additional Shares (LAS)		Explanation of Nasdaq’s Listing of Additional Shares process
Transfer to the Nasdaq Capital Market		Procedures and application to transfer securities to the Nasdaq Capital Market

 

Access to all Nasdaq listing information and forms can be accessed at the following: https://listingcenter.nasdaq.com/Home.aspx

 

 

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If paying by check, please complete this form and include it along with your payment. If paying by wire, please click here for instructions.

 

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For payments sent by regular mail:	For payments sent by overnight mail:
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c/o Wells Fargo Bank, N.A.	c/o Wells Fargo Bank, N.A.
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PO Box 8500	401 Market Street
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REMITTER NAME (if different than Company Name)
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¨

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¨

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