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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, 2005
SPIRE CORPORATION
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(Exact name of Registrant as specified in its charter)
Massachusetts 0-12742 04-2457335
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification Number)
One Patriots Park, Bedford, Massachusetts 01730-2396
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 781-275-6000
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))
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SECTION 3 - SECURITIES AND TRADING MARKETS
ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR
STANDARD; TRANSFER OF LISTING.
On April 6, 2005, Spire Corporation (Nasdaq: SPIR) received a Nasdaq
Staff Determination indicating that the Company is no longer in compliance with
the $10,000,000 minimum stockholders' equity requirement for continued listing
set forth in Nasdaq Marketplace Rule 4450(a)(3), and that its common stock is,
therefore, subject to delisting from the Nasdaq National Market. Because the
Company fails to satisfy Marketplace Rule 4450(a)(3), the Nasdaq Staff is
reviewing the Company's eligibility for continued National Market listing and
has requested that the Company provide, on or before April 13, 2005, the
Company's plan to achieve and sustain compliance with Nasdaq listing standards.
The Company intends to present such plan to the Nasdaq Staff. If, after
conclusion of its review, Nasdaq determines that the Company has not presented a
sufficient plan to achieve and sustain compliance, it will provide written
notification that the Company's common stock will be delisted. If the Company
were to receive such a written notification, it would likely appeal the decision
to a Nasdaq Listing Qualifications Panel. The Company is currently evaluating
its options with respect to its response to the notice.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit No. Description
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99.1 News Release of the Company dated April 12, 2005
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SIGNATURE
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.
SPIRE CORPORATION
Date: April 12, 2005 By: /s/ Roger G. Little
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Roger G. Little
President, Chief Executive Officer
and Chairman of the Board
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EXHIBIT INDEX
Exhibit Description
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99.1 News Release of the Company dated April 12, 2005
4