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): April 1, 2009
PARAGON TECHNOLOGIES, INC.
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(Exact name of issuer as specified in charter)
DELAWARE 1-15729 22-1643428
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(State or Other (Commission (I.R.S. Employer
Jurisdiction file Identification
of Incorporation or number) Number)
Organization)
600 KUEBLER ROAD
EASTON, PENNSYLVANIA 18040
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(Address of principal executive offices)
(610) 252-3205
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(Registrant's telephone number, including area code)
This Current Report on Form 8-K is filed by Paragon Technologies, Inc.,
a Delaware corporation ("Paragon" or the "Company"), in connection with the
matters described herein.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing
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Rule or Standard; Transfer of Listing
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The information under this caption is furnished by Paragon
Technologies, Inc. in accordance with Securities Exchange Commission Release No.
33-8216. This information shall not be deemed "filed" for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.
On April 1, 2009, the Company announced that it has notified the NYSE
Amex of its intent to voluntarily delist its common stock from the NYSE Amex and
deregister its common stock under the Securities Exchange Act of 1934, as
amended.
The Company currently anticipates that, on or about April 30, 2009, but no
earlier than April 30, 2009, the Company will file with the Securities and
Exchange Commission (the "SEC") and the NYSE Amex a Form 25 relating to the
delisting and deregistration of its common stock. The Company expects that
trading in the Company's common stock will be suspended on the date the Form 25
is filed, with the official delisting of the Company's common stock becoming
effective ten days thereafter. Accordingly, the Company anticipates that trading
of its common stock on the NYSE Amex will be suspended on or about April 30,
2009 and that its common stock will be delisted from the NYSE Amex on or about
May 11, 2009, and on or about that date the Company will file with the SEC a
Form 15, Notice of Termination and Suspension of Duty to File, to terminate its
reporting obligations under the Securities Exchange Act of 1934. When the Form
15 has been filed, the Company's obligations to file certain reports with the
SEC, including Forms 10-K, 10-Q and 8-K, will immediately be suspended. The
Company expects that the deregistration of its common stock will become
effective 90 days after the date the Form 15 is filed with the SEC. The Company
is eligible to deregister its common stock because it has fewer than 300
stockholders of record.
Following the delisting and deregistration of the Company's common
stock, it is expected that trading of the Company's common stock by continuing
stockholders may be effected through privately negotiated transactions or, if
the Company qualifies, in the Pink Sheets (a centralized quotation service that
collects and publishes market maker quotes for securities). The Company intends
to try to comply with rules permitting its common stock to be quoted in the Pink
Sheets. These rules require at least one market maker to quote the Company's
common stock after the market maker complies with certain filing and disclosure
rules or by complying with the unsolicited customer order rule. However, there
is no assurance that either the Company or a market maker will comply with those
rules. More information about the Pink Sheets can be obtained from its website
at http://www.pinksheets.com.
The Company's Board of Directors authorized the delisting and
deregistration of the Company's common stock after concluding that the
consequences of remaining an SEC-reporting company, including the significant
costs associated with regulatory compliance, outweighed the current benefits of
public company status to the Company and its stockholders.
A copy of the press release announcing the Company's intention to
voluntarily delist and deregister its common stock is attached hereto as Exhibit
99.1.
Item 9.01. Financial Statements and Exhibits
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The following exhibit is filed with this Form 8-K:
(c) Exhibits
Exhibit Number Description
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99.1 Press Release dated April 1, 2009 announcing the Company's
intention to voluntarily delist and deregister its common stock.
Signatures
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Pursuant to the requirements of the Securities and Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, hereunto duly authorized.
PARAGON TECHNOLOGIES, INC.
Date: April 1, 2009 By: /s/ Leonard S. Yurkovic
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Leonard S. Yurkovic
Acting CEO
Exhibit Index
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Exhibit Number Description
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99.1 Press Release dated April 1, 2009 announcing the Company's
intention to voluntarily delist and deregister its common stock.