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): April 30, 2009
PARAGON TECHNOLOGIES, INC.
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(Exact name of issuer as specified in charter)
DELAWARE 1-15729 22-1643428
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(State or Other (Commission (I.R.S. Employer
Jurisdiction file Identification
of Incorporation or number) Number)
Organization)
600 KUEBLER ROAD
EASTON, PENNSYLVANIA 18040
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(Address of principal executive offices)
(610) 252-3205
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(Registrant's telephone number, including area code)
This Current Report on Form 8-K is filed by Paragon Technologies, Inc.,
a Delaware corporation ("Paragon" or the "Company"), in connection with the
matters described herein.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing
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Rule or Standard; Transfer of Listing
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The information under this caption is furnished by Paragon
Technologies, Inc. in accordance with Securities Exchange Commission Release No.
33-8216. This information shall not be deemed "filed" for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.
On April 30, 2009, the Company filed with the NYSE Amex and the Securities
and Exchange Commission (the "SEC") a Form 25 relating to the delisting and
deregistration of its common stock. Accordingly, the Company anticipates that
trading of its common stock on the NYSE Amex may be suspended on April 30, 2009
and that its common stock will be delisted from the NYSE Amex on or about May
11, 2009, and on or about that date the Company will file with the SEC a Form
15, Notice of Termination and Suspension of Duty to File, to terminate its
reporting obligations under the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
When the Form 15 has been filed, the Company's obligations to file certain
reports with the SEC, including Forms 10-K, 10-Q and 8-K, will immediately be
suspended. The Company expects that the deregistration of its common stock will
become effective 90 days after the date the Form 15 is filed with the SEC. The
Company is eligible to deregister its common stock because it has fewer than 300
stockholders of record.
Following the delisting and deregistration of the Company's common stock, it
is expected that trading of the Company's common stock by continuing
stockholders may be effected through privately negotiated transactions or, if
the Company qualifies, in the Pink Sheets (a centralized quotation service that
collects and publishes market maker quotes for securities). The Company has
engaged a market maker who has applied for the quotation of the Company's common
stock in the Pink Sheets. The Company has been working with the market maker to
have the quotation in the Pink Sheets effective as soon as reasonably possible.
If the Company's common stock is listed and traded in the Pink Sheets, the
Company intends to try to comply with rules permitting its common stock to be
continuously quoted and traded in the Pink Sheets. However, there is no
assurance that either the Company or a market maker will comply with such rules.
More information about the Pink Sheets can be obtained from its website at
http://www.pinksheets.com.
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The Company's Board of Directors previously authorized the delisting and
deregistration of the Company's common stock after concluding that the
consequences of remaining an SEC-reporting company, including the significant
costs associated with regulatory compliance, outweighed the current benefits of
public company status to the Company and its stockholders.
A copy of the press release announcing the Company's voluntary delisting and
deregistration of its common stock is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
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The following exhibit is filed with this Form 8-K:
(c) Exhibits
Exhibit Number Description
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99.1 Press Release dated April 30, 2009 announcing the Company's
voluntary delisting and deregistering of its common stock.
Signatures
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Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
PARAGON TECHNOLOGIES, INC.
Date: April 30, 2009 By: /s/ Leonard S. Yurkovic
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Leonard S. Yurkovic
Acting CEO
Exhibit Index
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Exhibit Number Description
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99.1 Press Release dated April 30, 2009 announcing the Company's
voluntary delisting and deregistering of its common stock.