8-K 1 fm8k-052108.txt FORM 8-K (05-21-08) 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) MAY 21, 2008 ---------------------------- BLUE HOLDINGS, INC. (Exact name of registrant as specified in charter) NEVADA (State or other Jurisdiction of Incorporation or Organization) 000-33297 88-0450923 (Commission File Number) (IRS Employer Identification No.) 5804 E. SLAUSON AVE., COMMERCE, CA 90040 (Address of Principal Executive Offices and zip code) (323) 725-5555 (Registrant's telephone number, including area code) (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 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(b) under the Exchange Act (17 CFR 240.14a-12(b)) [_] 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)) SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 Information included in this Current Report on Form 8-K may contain statements which constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, both as amended. Those statements include statements regarding our intent, belief or current expectations. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements. Such risks and uncertainties include, among other things, our ability to face stiff competition, our ability to profitably manage our business, the financial strength of our customers, the continued acceptance of our existing and new products by our existing and new customers, the risks of foreign manufacturing, competitive and economic factors in the textile and apparel markets, the availability of raw materials, the ability to manage growth, weather-related delays, dependence on key personnel, general economic conditions, global manufacturing costs and restrictions, and other risks and uncertainties that may be detailed herein, or from time to time in our other filings made with the Securities and Exchange Commission. ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING On May 21, 2008, the Registrant received notification from the Nasdaq Listing Qualifications Department (the "Department") that the Department had not received the Registrant's Form 10-Q for the period ended March 31, 2008 as required by Marketplace Rule 4310(c)(14), and that the matter serves as an additional basis for delisting the Registrant's securities from The Nasdaq Stock Market. On May 20, 2008, the Registrant appealed to the Nasdaq Listing Qualifications Panel (the "Panel") the Department's May 14, 2008 determination to delist the Registrant's securities from The Nasdaq Stock Market and requested an oral hearing pursuant to the procedures set forth in the 4800 series of the Marketplace Rules. The hearing request stayed the suspension of the Registrant's securities and the filing of Form 25-NSE pending the Panel's decision. The Registrant expects to file its delinquent 10-Q prior to the aforementioned hearing. There can be no assurance that the Panel will grant the Company's request for continued listing. On May 28, 2008, the Registrant issued a press release announcing its receipt of the Department's notification. A copy of the press release is being furnished as Exhibit 99.1 to this report and is incorporated herein by reference. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) EXHIBITS. 99.1 Press Release issued by the Registrant on May 28, 2008. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Blue Holdings, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BLUE HOLDINGS, INC. Date: May 28, 2008 By: /S/ ERIC HOHL ------------------------------------ Eric Hohl Chief Financial Officer 3 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION OF EXHIBIT ------- ----------------------------------------------------------------------- 99.1 Press Release issued by the Registrant on May 28, 2008. 4