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): December 30, 2009
WILSHIRE
ENTERPRISES, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
|
1-4673
|
|
84-0513668
|
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer
Identification
Number)
|
|
1
Gateway Center, Newark, NJ
|
07102
|
|
(Address
of principal executive offices)
|
(zip
code)
|
Registrant’s
telephone number, including area code:
(201) 420-2796
Not
Applicable
(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:
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
|
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
|
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
|
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
|
Item
3.01.
|
Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
|
On
December 30, 2009, after careful review and consideration, the Company announced
that it will not be able to submit a plan to regain compliance with the NYSE
Amex LLC (“NYSE Amex” or the “Exchange”) continued listing
standards. As previously disclosed, on December 1, 2009 the Company
received a notice dated November 30, 2009 from NYSE Amex indicating that the
Company was not in compliance with the continued listing standards set forth in
Section 1003(a)(ii) of the Exchange’s Company Guide with stockholders’ equity of
less than $4,000,000 and losses from continuing operations and/or net losses in
three out of its four most recent fiscal years and Section 1003(a)(iii) of the
Exchange’s Company Guide with stockholders’ equity of less than $6,000,000 and
losses from continuing operations and/or net losses in its five most recent
fiscal years.
The
Company was afforded the opportunity to submit a plan to NYSE Amex by December
30, 2009, which was later extended to January 6, 2010, addressing how it
intended to regain compliance with Section 1003(a)(ii) and Section 1003(a)(iii)
of the Company Guide. As a result of the decision not to submit a
plan, the Company has been informed by NYSE Amex that the Company will be
subject to delisting proceedings.
The
Company expects that its common stock will be traded on the over-the-counter
market and quoted on the OTC Bulletin Board upon delisting from the NYSE
Amex. There can be no assurance that any broker-dealer will be
willing to act as a market maker in the Company’s shares or that, if such
quotations begin, they will continue for any length of time.
On
December 30, 2009, the Company issued a press release announcing that it will
not be able to submit a plan to regain compliance with NYSE Amex continued
listing standards. A copy of the press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
FORWARD-LOOKING
STATEMENTS
All
non-historical statements contained herein constitute forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of
1995. These forward-looking statements may use such forward-looking
terminology as “expect,” “look,” “believe,” “plan,” “anticipate,” “may,” “will”
or similar statements or variations of such terms or otherwise express views
concerning trends and the future. Such forward-looking statements
involve certain risks and uncertainties, including risks cited in reports filed
by Wilshire with the Securities and Exchange Commission. Actual
results may differ materially from such forward-looking
statements. Wilshire assumes no obligation for updating any such
forward-looking statement at any time.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit
No.
|
Description
|
|
99.1
|
Press
Release of Wilshire Enterprises, Inc., dated December 30,
2009.
|
SIGNATURES
Under the
requirements of the Securities Exchange Act of 1934, the registrant has caused
this report to be signed on its behalf by the authorized
undersigned.
|
|
By:
|
/s/ S. Wilzig
Izak
|
|
|
|
|
|
|
Name:
|
S.
Wilzig Izak
|
|
|
Title:
|
Chairman
of the Board and Chief
|
|
|
|
Executive
Officer
|
|
|
|
|
|
Dated:
December 30, 2009
|
|
|
EXHIBIT
INDEX
|
|
|
|
|
|
|
|
|
|
|
Paper
(P) or
Electronic
(E)
|
|
99.1
|
|
Press
Release of Wilshire Enterprises, Inc., dated December 30,
2009.
|
|
E
|