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 3, 2013

 

Silver Eagle Acquisition Corp.

(Exact Name of Registrant as Specified in Charter)

         
         
Delaware
(State or other jurisdiction of
incorporation) 		  001-575988
(Commission File Number) 		  80-0914174
(I.R.S. Employer
Identification Number)

 

     
     
1450 2nd Street, Suite 247
Santa Monica, California
(Address of principal
executive offices) 		  90401
(Zip code)

(310) 209-7280
(Registrant’s telephone number, including area code)

 

Not Applicable
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K 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
     
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
     
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

 
 

  

Item 3.01.Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On December 3, 2013, Silver Eagle Acquisition Corp. (the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company is not in compliance with Listing Rule 5550(a)(3) (the “Minimum Public Holders Rule”), which requires the Company to have at least of 300 public holders for continued listing on the NASDAQ Capital Market. The Notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities on the NASDAQ Capital Market.

 

The Notice stated that no later than January 17, 2014, the Company is required to submit a plan to evidence compliance with the Minimum Public Holders Rule. The Company intends to submit a plan to evidence that it has a minimum of 300 public holders within the required timeframe. If Nasdaq accepts the Company’s plan, Nasdaq may grant the Company an extension of up to 180 calendar days from the date of the Notice to evidence compliance with the Minimum Public Holders Rule. If Nasdaq does not accept the Company’s plan, the Company will have the opportunity to appeal the decision in front of a Nasdaq Hearings Panel.

  

Information Concerning Forward-Looking Statements

 

We make forward-looking statements in this report within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to expectations or forecasts for future events. These statements may be preceded by, followed by or include the words “may,” “might,” “will,” “will likely result,” “should,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “continue,” “target” or similar expressions. These forward-looking statements are based on information available to us as of the date of this report, and involve substantial risks and uncertainties. Actual results may vary materially from those expressed or implied by the forward-looking statements herein due to a variety of factors, including our ability to submit a plan of compliance satisfactory to Nasdaq; our ability to evidence that we have a minimum of 300 public holders; and other risks and uncertainties set forth in our reports filed with the Securities and Exchange Commission. We do not undertake any obligation to update forward-looking statements as a result of as a result of new information, future events or developments or otherwise.

 

 
 

   

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.

 

Dated: December 4, 2013

 

 

  Silver Eagle Acquisition Corp.
     
  By: /s/ James A. Graf
    James A. Graf
    Vice President, Chief Financial Officer, Treasurer and Secretary