Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On June 25, 2014, Pulse Electronics Corporation, a Pennsylvania corporation (the
"Company") was notified by the New York Stock Exchange (the "NYSE" or the
"Exchange"), that the Company had fallen below one of the Exchange's continued
listing standards, specifically Rule 802.01B of the NYSE Listed Company Manual,
which requires companies whose total stockholders' equity is less than $50
million to maintain an average global market capitalization over a consecutive
30-day trading period of not less than $50 million.
Under applicable NYSE rules, the Company has 45 days from the receipt of the
notice to demonstrate its ability to achieve compliance with the market
capitalization listing standards within nine (9) months of receipt of the
notice. The Company intends to work with the NYSE to evaluate its options to
cure the deficiency within the prescribed timeframe. If the Exchange grants us
the nine-month cure period, the shares of common stock of the Company will
continue to be listed on the NYSE during such time, subject to the compliance
with other NYSE continued listing standards and continued periodic review by the
NYSE of the Company's progress. Under the applicable rules, the Exchange has the
right to initiate delisting proceedings if (1) the Company cannot demonstrate
its ability to achieve compliance on a timely basis; (2) the NYSE does not grant
the Company the nine-month cure period; or (3) the NYSE grants the Company the
nine-month cure period but the Company does not make satisfactory progress to
If the common stock ultimately were to be delisted for any reason, it could (1)
reduce the liquidity and market price of the common stock and (2) negatively
impact the ability of the Company to conduct equity financings and access the
public capital markets.
As required under NYSE rules, the Company issued a press release on July
1, 2014, announcing that it had received the notice of noncompliance with Rule
802.1B and that the Company intends to seek to cure the deficiency within the
prescribed timeframe. A copy of this press release is attached hereto as Exhibit
99.1 to this Form 8-K.
Cautionary Note Regarding Forward-looking Statements:
To the extent that statements in this Current Report on Form 8-K are not
strictly historical, including statements as to the Company's plans with respect
to the NYSE letter of June 25, 2014, or otherwise as to future events, such
statements are forward-looking, and are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. The
forward-looking statements contained in this Current Report are subject to
certain risks and uncertainties that could cause actual results to differ
materially from the statements made, including, without limitation, risks that
the Company may be unsuccessful in attempts to improve its financial and
operational performance, to improve liquidity and cash flow through the
delivering of its balance sheet, to restructure its indebtedness, and to secure
additional capital as necessary, as well as effect the potential disposition of
select assets along with the consideration of broader strategic alternatives.
Such risks and others are further described in the Company's filings with the
Securities and Exchange Commission including the most recent reports on Forms
10-K, 10-Q and 8-K, and any amendments thereto.
Item 9.01. Financial Statements and Exhibits
The following is attached as an exhibit to this Current Report on Form 8-K:
99.1 Press Release of Pulse Electronics Corporation, dated July 1, 2014.