ENGlobal Corporation: 8K - Notice of Delisting

http://www.sec.gov/Archives/edgar/data/933738/000117184313001282/f8k_040813.htm

Item 3.01        

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On April 4, 2013, ENGlobal Corporation (the “Company”) received a notification letter (the “Notice”) from The NASDAQ Stock Market LLC’s Listing Qualifications Department (“NASDAQ”) advising the Company that it had not regained compliance with Listing Rule 5450(a)(1), the continued listing requirement to maintain the $1.00 per share minimum bid price, and that, accordingly, its common stock is now subject to delisting from The NASDAQ Global Market.

In accordance with Listing Rule 5810(c)(3)(A), the Company may be eligible for a second 180 calendar day grace period if it applies to transfer its common stock to The NASDAQ Capital Market by April 11, 2013.  To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The NASDAQ Capital Market, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary.  The Notice also states that the Company may request an appeal of the determination to delist via a hearing.

Unless the Company has submitted an application to transfer its common stock to The NASDAQ Capital Market or requests an appeal of the determination to delist the Company’s common stock, the Company’s common stock will be scheduled for delisting at the opening of business on April 15, 2013, and a Form 25-NSE will be filed with the Securities and Exchange Commission, which will remove the Company’s securities from listing and registration on The NASDAQ Stock Market. If the Company files the hearing request before 4:00 p.m. Eastern Time on April 11, 2013, the suspension of the Company’s common stock and the filing of the Form 25-NSE will be stayed pending a Listing Qualification Panel’s decision.

The Company will consider available options to resolve the noncompliance with the minimum bid price requirement. In the meantime, the Company intends to apply to have its listing transferred to The NASDAQ Capital Market by April 11, 2013.  No other determination regarding the Company’s response has been made at this time.  There can be no assurance that the Company will be able to regain compliance with the minimum bid price requirement or will otherwise be in compliance with other NASDAQ listing criteria.