================================================================================
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): March 3, 2009
-------------------------------------
SPIRE CORPORATION
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Massachusetts 0-12742 04-2457335
--------------------------------------------------------------------------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
One Patriots Park, Bedford, Massachusetts 01730-2396
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(781) 275-6000
----------------------------------------------------
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
================================================================================
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
The information set forth under Item 3.01 and in the attached press release
that relates to Spire Corporation's results of operations and financial
condition for fiscal 2008 is incorporated herein by reference.
ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR
STANDARD; TRANSFER OF LISTING.
On March 3, 2009, Spire Corporation (the "Company") received a Staff
Determination Letter from The Nasdaq Stock Market ("Nasdaq") indicating that the
Company has not regained compliance with Nasdaq Marketplace Rule 4450(b)(1)(A)
as the market value of the Company's common stock has remained below the minimum
$50,000,000 required for continued inclusion on The Nasdaq Global Market.
Accordingly, its common stock is subject to delisting from the Nasdaq Global
Market.
The Company has requested a hearing before a Nasdaq Listing Qualifications
Panel to review the Staff Determination. The request for a hearing will stay the
Staff Determination and, as a result, the Company's common stock will remain
listed on The Nasdaq Global Market until the Panel issues its decision after the
hearing. There can be no assurance the Panel will grant the Company's request
for continued listing.
The Company expects to regain compliance with alternative continued listing
requirements upon the filing of its Annual Report on Form 10-K for 2008, whereby
the Company believes it will meet both (i) Marketplace Rule 4450(b)(1)(B), which
alternatively requires total assets and total revenue of at least $50,000,000
each for the most recently completed fiscal year or two of the three most
recently completed fiscal years and (ii) Marketplace Rule 4450(a)(3), which
alternatively requires stockholders' equity of at least $10 million.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
---------
Exhibit No. Description
----------- -----------
99.1 Press Release of the Company dated March 6, 2009.
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SPIRE CORPORATION
Date: March 6, 2009 By: /s/ Christian Dufresne
-------------------------------------
Christian Dufresne
Chief Financial Officer and Treasurer
3
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
99.1 Press Release of the Company dated March 6, 2009.