Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On May 27, 2014
, Syntroleum Corporation
(the "Company") announced that it has
notified NASDAQ of its intent to voluntarily delist its common stock from the
NASDAQ Capital Market
subject to and contingent upon the consummation of the
transactions contemplated by that certain asset purchase agreement, dated as of
December 17, 2013
, by and among the Company, Renewable Energy Group, Inc. and
REG Synthetic Fuels, LLC
(the "Asset Purchase Agreement"). Following the
consummation of the transactions contemplated by the Asset Purchase Agreement
(the "Asset Sale"), the Company would have no further ongoing business
operations and would therefore no longer qualify for listing on the NASDAQ
. In addition, promptly following the consummation of the Asset
Sale, the Company intends to close its stock transfer books and dissolve.
A vote by the Company's stockholders in order to approve the Asset Sale, among
other matters, is scheduled to occur on June 3, 2014
. In the event that the
Asset Sale is approved by the Company's stockholders on that date and the other
conditions to closing set forth in the Asset Purchase Agreement have been
satisfied or waived, the Company intends to consummate the Asset Sale on June 3,
If the Asset Sale is consummated on June 3, 2014
, the Company intends to file a
Form 25 with the United States Securities and Exchange Commission
on June 6,
. However, if the Asset Sale is not consummated on June 3, 2014
, the filing
of the Form 25 will be delayed to the date three calendar days following the
date on which the Asset Sale is consummated.
Trading in the Company's common stock will cease as of 4PM Eastern Time
date on which the Form 25 is filed and the CUSIP for the Company's common stock
will be suspended at that time.
The Company intends to file a Certificate of Dissolution with the Secretary of
of the State of Delaware
on the date three calendar days following the
date on which the Form 25 is filed (the "Final Record Date") and close its stock
transfer books as of the close of business on the Final Record Date. Only
holders of record of the Company's common stock as of the close of business on
the Final Record Date will be eligible to receive distributions of the Company's
assets, if any, in connection with the Company's liquidation.
The Company intends to announce via press release the closing of the Asset Sale
and will confirm the date on which the Form 25 will be filed and the Final
Record Date at that time.
A copy of the Company's press release announcing its intent to voluntarily
delist its common stock from the NASDAQ Capital Market
is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
This Current Report on Form 8-K contains forward-looking statements within the
meaning of Private Securities Litigation Reform Act of 1995, as amended, that
involve risks and uncertainties. These forward-looking statements include any
statements regarding the Company's strategic and operational plans.
Forward-looking statements should not be read as a guarantee of future
performance or results, and will not necessarily be accurate indications of the
times at, or by, which such performance or results will be achieved.
Forward-looking statements are based on information available at the time those
statements are made and/or management's good faith belief as of that time with
respect to future events, and are subject to risks and uncertainties that could
cause actual performance or results to differ materially from those expressed in
or suggested by the forward-looking statements. The Company does not intend, and
undertakes no duty, to update this information to reflect future events or
Item 9.01. Exhibits.
99.1 Press Release of Syntroleum Corporation, dated May 27, 2014