FLOW » Topics » ITEM 3.01. Notice of Delisting or Failure to Satisfy a Delisting Rule; Transfer of Listing

This excerpt taken from the FLOW 8-K filed Dec 15, 2006.

ITEM 3.01.    Notice of Delisting or Failure to Satisfy a Delisting Rule; Transfer of Listing

As previously reported, Nasdaq initiated delisting procedures as a result of the Company’s failure to file its 10-Q for July 31, 2006 in a timely manner. That report has not yet been filed. On December 13, 2006, Nasdaq notified the Company that Nasdaq’s Listing Qualifications Panel granted the Company’s request for continued listing subject to the submission of written information in response to certain questions relating to its previously announced audit committee investigation of allegations regarding the timing of recognition of revenue in Flow Asia and the filing of all delinquent reports and all necessary restatements by January 31, 2007. The delinquent reports are the Quarterly Reports on Form 10-Q for the quarters ended July 31, 2006 and October 31, 2006. The necessary restatement is the restatement of the financial statements in the Annual Report for the fiscal year ended April 30, 2006, which report will be amended.

On December 13, 2006 Flow International Corporation (“Flow” or the “Company”) received notification from Nasdaq that it was not in compliance with Nasdaq Rule 4310(c)(14) because the Company had not filed its Quarterly Report on Form 10-Q for the quarter ended October 31, 2006 in a timely manner. The Company will not be able to file the Quarterly Report for October 31, 2006 until it files the Quarterly Report on Form 10-Q for the quarter ended July 31, 2006 and an amended Annual Report of 10-K for the year ended April 30, 2006. The Company has consulted Nasdaq and been informed that the delisting as a result of the delinquency of the 10-Q for the quarter ended October 31, 2006 will be stayed in accordance, and subject to compliance, with the conditions in the notification referred to in the preceding paragraph. Accordingly, when the Company complies with the conditions in the notification, it will not be delisted as a result of the delinquency of the 10-Q for the quarter ended October 31, 2006. .

The Company will promptly supply the Listing Qualifications Panel with the requested information. At this point, the Company believes that it will file the amended 10-K and the delinquent 10-Qs before January 31, 2007.

 

ITEM 9.01.    Exhibits

(d) Exhibits

 

  99.1 Press Release dated December 15, 2006.


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: December 15, 2006     FLOW INTERNATIONAL CORPORATION
      By:   /s/ John S. Leness
        John S. Leness
        General Counsel and Secretary
This excerpt taken from the FLOW 8-K filed Sep 21, 2006.

ITEM 3.01.  Notice of Delisting or Failure to Satisfy a Delisting Rule; Transfer of Listing

On September 19, 2006 Flow International Corporation (“Flow” or the “Company”) received notification from Nasdaq that it was not in compliance with Nasdaq Rule 4310(c)(14) because the Company had not filed its Quarterly Report on Form 10-Q for the quarter ended July 31, 2005 in a timely manner. The Company will request a hearing on Nasdaq’s intention to delist the Company’s common stock as a result of the delinquency in filing the 10-Q. The request for hearing will stay the delisting until a decision is made after the hearing, however, there can be no assurance that the NASDAQ Listings Qualifications Panel will grant the Company’s request for continued listing. As the Company announced on September 11, 2006, it has delayed the release of its results pending the completion of an audit committee investigation of allegations regarding the timing of recognition of revenue for certain Nanojet sales in Flow Asia. At this point, the Company does not have a schedule for filing the 10-Q, but it will file it as soon as it is able to do so and is devoting all necessary resources to filing as soon as possible. At this point the Company does not expect its shares to be delisted.

As a result of the Company’s filing delinquency, the letter “e” will be added to the Company’s trading symbol.

EXCERPTS ON THIS PAGE:

8-K
Dec 15, 2006
8-K
Sep 21, 2006
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