- Current report filing (8-K)
04 Novembre 2008 - 10:31PM
Edgar (US Regulatory)
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)
October
29, 2008
____________________________
HYDROGEN
CORPORATION
(Exact
name of registrant as specified in charter)
Nevada
(State
or
other Jurisdiction of Incorporation or Organization)
|
(Commission
File Number)
|
|
(IRS
Employer Identification No.)
|
|
0-32065
|
10
East 40
th
Street, Suite 3405
New
York, New York 10021
(Address
of Principal Executive Offices and zip code)
|
86-0965692
|
(212)
672-0380
(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 registrant under any of the following
provisions:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR
240.14a-12(b))
o
Pre-commencement
communications pursuant to Rule 14d-2(b) 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.
On
October 29, 2008, HydroGen Corporation (the “Company”) received a Nasdaq Staff
Delisting Letter (the “Delisting Letter”) indicating that the Company’s
securities will be delisted from The Nasdaq Stock Market in accordance with
Marketplace Rules 4300, 4340(b) and IM 4300, due to the filing of a voluntary
petition for relief under Chapter 11 of the Bankruptcy Code by the Company’s
wholly-owned subsidiary, HydroGen, L.L.C. (“HydroGen, L.L.C.”). Accordingly, if
the Company does not appeal this decision, the trading of the Company’s common
stock will be suspended at the opening of business on November 7, 2008 and
a
Form 25-NSE will be filed with the Securities and Exchange Commission, which
will remove the Company’s securities from registration and listing on The Nasdaq
Stock Market.
The
Company has determined not to appeal the Nasdaq Staff decision to delist the
Company’s securities.
The
Company has been advised that its securities are immediately eligible for
quotation in the Pink Sheets, an electronic quotation service for securities
traded over-the-counter, effective as of the open of business on November
7,
2008. In addition, the Company intends to request that one of its current
market
makers file the necessary application with the Financial Industry Regulatory
Authority to quote the securities and, as a result, the Company anticipates
that
its securities will be quoted on the Over-the-Counter Bulletin Board in the
near
future.
The
Delisting Letter also noted that, due to the recent resignations of Brian T.
McGee and Phillip Kranenburg from the Company’s Board of Directors, the Company
does not meet the independent director and audit committee requirements for
continued listing on The Nasdaq Stock Market under Marketplace Rules 4350(c)(1)
and 4350(d)(2), respectively.
Item
5.02.
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain
Officers; Compensatory Arrangements of Certain
Officers.
On
November 2, 2008, for the purpose of preserving cash resources to be used by
HydroGen, L.L.C. in the bankruptcy process, the Company terminated the
employment of L. Scott Wilshire, Chief Operating Officer.
On
November 4, 2008, the Company issued a press release announcing that it had
received a Nasdaq Staff Delisting Letter indicating that the Company’s
securities will be delisted from The Nasdaq Stock Market. A copy of the press
release is attached hereto as Exhibit 99.1 to this Current Report and is
incorporated by reference herein.
The
information in this Item 8.01, including that incorporated herein by
reference, is being furnished and shall not be deemed filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that Section.
Item 9.01.
Financial
Statements and Exhibits.
|
Exhibit No.
|
|
Description
|
|
99.1
|
|
Press
Release of HydroGen Corporation dated November 4, 2008.
|
|
|
|
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
|
|
|
|
|
Date:
November 4, 2008
|
HYDROGEN
CORPORATION
|
|
|
|
|
|
By:
|
/s/
Scott Schecter
|
|
|
Name:
|
Scott
Schecter
|
|
|
Title:
|
Chief
Executive Officer
|
|
|
|
EXHIBIT
INDEX
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
99.1
|
|
Press
Release of HydroGen Corporation dated November 4,
2008.
|
Grafico Azioni Hydrogen Corp (MM) (NASDAQ:HYDG)
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