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 21, 2012
FREIGHTCAR AMERICA, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 000-51237 | 25-1837219 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) | ||
| Two North Riverside Plaza, Suite 1250 Chicago, Illinois |
60606 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(800) 458-2235
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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:
| ¨ | 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)) |
Section 3 - Securities and Trading Markets
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On March 22, 2012, FreightCar America, Inc. (the “Company”) announced that, due to the delayed filing of its annual report on Form 10-K for the year ended December 31, 2011 (the “Form 10-K”), the Company has received, as expected, a notification letter from the Nasdaq Stock Market (“Nasdaq”) stating that the Company is no longer in compliance with Nasdaq Marketplace Rule 5250(c)(1), which requires timely filing of SEC periodic reports. The notification letter was received on March 21, 2012.
On March 16, 2012, the Company filed a Form 12b-25 with the SEC stating that it is experiencing a delay in its final review of the Company’s financial statements for the year ended December 31, 2011 and related disclosures to be included in the Form 10-K. As a result of this delay, the Company was unable to file the Form 10-K with the SEC on or before March 15, 2012, the prescribed due date. The Company expects to file its Form 10-K as soon as practicable but is not yet able to determine whether it will be able to file the Form 10-K within the 15-day time period permitted by Rule 12b-25.
The Company has until May 21, 2012 to submit to Nasdaq a plan to regain compliance with the Nasdaq listing rules. The Company intends to submit a plan to regain compliance within this 60-day period. If Nasdaq accepts the Company’s plan, the Company will have up to 180 calendar days from the filing’s due date, or until September 11, 2012, to regain compliance.
A copy of the Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit 99.1 | Press release of FreightCar America, Inc., dated March 22, 2012. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| FreightCar America, Inc. | ||||||
| Date: March 22, 2012 | By: | /s/ Laurence M. Trusdell | ||||
| Name: | Laurence M. Trusdell | |||||
| Title: | General Counsel and Corporate Secretary | |||||
EXHIBIT INDEX
| Exhibit |
Description | |
| Exhibit 99.1 | Press release of FreightCar America, Inc., dated March 22, 2012. | |