FiberTower 8-K 2012
Washington, D.C. 20549
Date of Report (Date of earliest event reported): January 19, 2012
(Exact name of registrant as specified in its charter)
(Registrants telephone number, including area code): (415) 659-3500
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.14d-2(b))
o 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.
FiberTower has previously disclosed that it received a letter from the Nasdaq Stock Market stating that FiberTower no longer complied with the rules required for continued listing on Nasdaq under Nasdaq Listing Rule 5250(c)(1). FiberTower was provided with an initial period of 60 calendar days during which it could submit a plan to regain compliance. By letter dated January 19, 2012, Nasdaq notified FiberTower that, in accordance with Listing Rule 5810(b), FiberTowers failure to submit a plan within such time period has made FiberTower subject to delisting. The letter provides that, absent an appeal by FiberTower of the Nasdaq staffs determination, trading in FiberTowers common stock will be suspended at the opening of business on January 30, 2012, and Nasdaq will file a Form 25-NSE with the Securities and Exchange Commission to remove the Companys securities from listing and registration on Nasdaq. The Company has the right to appeal the Nasdaq staffs determination to suspend trading in the Companys securities and its delisting and deregistration from Nasdaq, but does not expect to do so. Effective Monday, January 30, 2012 the Company anticipates that its common stock will commence trading under the symbol FTWR on the OTC Pink-Limited Information Tier, operated by OTC Markets Group. The Companys common stock will cease trading on Nasdaq at the opening of the market on Monday, January 30, 2012.
ITEM 7.01 REGULATION FD DISCLOSURE
On January 25, 2012, FiberTower Corporation issued a press release announcing (1) that it had retained a financial advisor and (2) that it had received notice from Nasdaq that its common stock will be delisted from Nasdaq effective at the opening of the market on Monday, January 30, 2012. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The information presented under this Item 7.01 shall not be deemed filed under the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as may be expressly set forth by specific reference in such filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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.