8-K

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): June 13, 2014

General Steel Holdings, Inc.

(Exact name of registrant as specified in its charter)

Nevada	001-33717	41-2079252
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

Level 21, Tower B, Jia Ming Center
No. 27 Dong San Huan North Road
Chaoyang District, Beijing, China 100020

 (Address of principal executive offices)

Registrant’s telephone number, including area code:

+ 86 (10) 57757691

(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))

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

On June 13, 2014, General Steel Holdings, Inc., a Nevada corporation (the “Company”) received a notice (the “NYSE Notice”) from NYSE Regulations, Inc. that it is not in compliance with the continued listing standards set forth in Section 802.01C of the Listed Company Manual (“Section 802.01C”) of the New York Stock Exchange, Inc. (the “NYSE”). Such noncompliance is based on the average closing price of the Company’s common stock being less than $1.00 over a consecutive 30 trading-day period. The Company will provide the NYSE with the required response within 10 business days of its receipt of the NYSE Notice, stating its intent to cure this deficiency. On June 19, 2014, the Company also issued a press release announcing, among other things, its receipt of the NYSE Notice.

In accordance with the NYSE Notice, the Company has three months from the date of receipt of the NYSE Notice to achieve compliance with the continued listing standards of Section 802.01C. The Company’s common stock will continue to be listed and traded on the NYSE during this three month cure period, subject to NYSE’s discretion, under the symbol “GSI,” but will continue to be assigned a “.BC” indicator by the NYSE to signify that the Company is not currently in compliance with the NYSE’s continued listing standards. In the event that the Company fails to achieve compliance with the continued listing standards of Section 802.01C by the expiration of the three month cure period, the NYSE may commence suspension and delisting procedures.

ITEM 8.01. OTHER EVENTS.

On June 19, 2014, the Company issued a press release pertaining to the NYSE Notice referenced above. A copy of that press release is furnished as Exhibit 99.1 hereto and incorporated into this Item 8.01 by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release issued on June 19, 2014

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 thereunto duly authorized.

General Steel Holdings, Inc.
By:	/s/ John Chen
Name:	John Chen
Title:	Chief Financial Officer

Dated: June 19, 2014

EX-99.1

 

 

General Steel Receives NYSE Notification Regarding Average Closing Price Requirement Under NYSE's Continued Listing Standard

BEIJING – June 19, 2014– General Steel Holdings, Inc. (“General Steel” or the “Company”) (NYSE: GSI), a leading non-state-owned steel producer in China, announced today that the New York Stock Exchange (the “NYSE”) has notified the Company that it has fallen below the NYSE’s continued listing standard that requires a minimum average closing price of $1.00 per share over a 30 consecutive trading day period.

Pursuant to the NYSE’s notification, the Company has a cure period of three months from receipt of the notification, or to September 15, 2014, to cure the deficiency by regaining compliance with the minimum share price criteria. The Company can regain compliance on an accelerated basis if its common stock has a $1.00 share price on the last trading day of any calendar month within the cure period and the average share price over the 30 trading days preceding the end of that month is also $1.00.

Under NYSE rules, the Company has 10 business days from the receipt of the NYSE’s notification to submit its intent to cure this deficiency and a plan to the NYSE clearly outlining any strategic or operational initiatives it intends to complete in order to increase its share price, as well as the Company’s first quarter 2014 update. The Company intends to submit such plan and update and will notify the NYSE that it intends to cure the deficiency within the prescribed timeframe.

Subject to compliance with the NYSE’s other continued listing standards and ongoing oversight, the Company's common stock will continue to be listed and traded on the NYSE during the three-month cure period, but will continue to be assigned a “.BC” indicator by the NYSE to signify that the Company is not currently in compliance with the NYSE’s continued listing standards. The Company’s business operations and United States Securities and Exchange Commission reporting requirements are not affected by the receipt of the NYSE’s notification. The Company intends to actively monitor the closing price of its common stock during the cure period and will evaluate available options to resolve this deficiency and regain compliance with the applicable NYSE rules.

About General Steel

General Steel, headquartered in Beijing, China, produces a variety of steel products including rebar, high-speed wire and spiral-weld pipe. The Company has operations in China’s Shaanxi and Guangdong provinces, Inner Mongolia Autonomous Region, and Tianjin municipality with seven million metric tons of crude steel production capacity under management. For more information, please visit www.gshi-steel.com.

To be added to the General Steel email list to receive Company news, or to request a hard copy of the Company’s Annual Report on Form 10-K, please send your request to generalsteel@asiabridgegroup.com.

General Steel Holdings, Inc.

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Forward-Looking Statements

This press release may contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations or beliefs about future events and financial, political and social trends and assumptions it has made based on information currently available to it. The Company cannot assure that any expectations, forecasts or assumptions made by management in preparing these forward-looking statements will prove accurate, or that any projections will be realized. Actual results could differ materially from those projected in the forward-looking statements as a result of inaccurate assumptions or a number of risks and uncertainties. These risks and uncertainties are set forth in the Company's filings under the Securities Act of 1933 and the Securities Exchange Act of 1934 under “Risk Factors” and elsewhere, and include: (a) those risks and uncertainties related to general economic conditions in China, including regulatory factors that may affect such economic conditions; (b) whether the Company is able to manage its planned growth efficiently and operate profitable operations, including whether its management will be able to identify, hire, train, retain, motivate and manage required personnel or that management will be able to successfully manage and exploit existing and potential market opportunities; (c) whether the Company is able to generate sufficient revenues or obtain financing to sustain and grow its operations; (d) whether the Company is able to successfully fulfill our primary requirements for cash; and (e) other risks, including those disclosed in the Company’s most recent Annual Report on Form 10-K, filed with the United States Securities and Exchange Commission. Forward-looking statements contained herein speak only as of the date of this release. The Company does not undertake any obligation to update or revise publicly any forward-looking statements, whether to reflect new information, future events or otherwise.

Contact Us

General Steel Holdings, Inc.

Joyce Sung

Tel: +1-347-534-1435

Email: joyce.sung@gshi-steel.com

Asia Bridge Capital Limited

CareneToh

Tel: +1-888-957-3362

Email: generalsteel@asiabridgegroup.com