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): April 20, 2005
BEXIL CORPORATION
(Exact name of registrant as specified in its charter)
Maryland 001-12233
(State of Incorporation) (Commission File Number)
13-3907058
(IRS Employer Identification No.)
11 Hanover Square, New York, New York 10005
(Address of principal executive offices) (Zip Code)
212-785-0400
(Registrant's telephone number, including area code)
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
__ Soliciting material pursuant to Rule 14a-12 under the Exchange Act
__ Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
__ 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.
The registrant received notice from the national securities exchange that
maintains the principal listing for the registrant's common equity, the American
Stock Exchange LLC ("Amex" or the "Exchange"), that the registrant does not
satisfy a rule or standard for continued listing on the Exchange. The date that
the registrant received the notice was April 20, 2005. The rule or standard for
continued listing on the Exchange that the registrant fails, or has failed to,
satisfy relates to its obligation to file a Form 10-KSB for the fiscal year
ended December 31, 2004. The Amex advised the registrant that timely filing of
such reports is a condition for the registrant's continued listing on the
Exchange, as required by Sections 134 and 1101 of the Amex Company Guide (the
"Company Guide") and that, in addition, the registrant's failure to timely file
a Form 10-KSB is a material violation of its listing agreement with the Exchange
under Company Guide Section 1003(d).
The action or response that, at the time of filing, the registrant has
determined to take in response to the notice is as follows: the registrant
confirmed to the Amex its receipt of the notice, it discussed any new
developments of which the Exchange staff may be unaware, and it indicated that
it intends to submit a plan of compliance as discussed below. Previously, the
registrant had announced that it had submitted a notification of late filing on
Form 12b-25 that it would make a late filing of its annual report on Form 10-KSB
for the year ended December 31, 2004 due to delays in concluding the new client
acceptance process with its new auditors. The filing of Bexil's Form 10-KSB for
the year ended December 31, 2004 is currently expected by May 20, 2005.
In order to maintain its Amex listing, the registrant must submit a plan by May
4, 2005 advising the Exchange of action it has taken, or will take, that would
bring the registrant into compliance with Sections 134, 1101 and 1003(d) by no
later than June 15, 2005. The plan is expected to include any specific
milestones and details related to completion of the filing, including any
applicable documentation. The Listings Qualifications Department management will
evaluate the plan, including any supporting documentation, and make a
determination as to whether the registrant has made a reasonable demonstration
in the plan of an ability to regain compliance with all applicable continued
listing standards by June 15, 2005, in which case the plan will be accepted. If
the plan is accepted, the registrant will remain listed during the plan period,
during which time it will be subject to periodic review to determine whether it
is making progress consistent with the plan.
Item 7.01 Regulation FD Disclosure
The press release issued April 26, 2005 announcing the notice of failure to
satisfy a continued listing standard is incorporated herein by reference and is
attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit
No. Description
99.1 Press release dated April 26, 2005
SIGNATURES
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.
BEXIL CORPORATION
(Registrant)
/s/ WILLIAM G. VOHRER
By: William G. Vohrer
Chief Financial Officer
Date: April 26, 2005
Exhibit 99.1
BEXIL ANNOUNCES RECEIPT OF AMEX NOTICE OF FAILURE TO
SATISFY CONTINUED LISTING STANDARD
New York (April 26, 2005)--Bexil Corporation (Amex: BXL) announced today that it
had received a notice of failure to satisfy a continued listing standard from
the American Stock Exchange on April 20, 2005 relating to its obligation to file
a Form 10-KSB for the fiscal year ended December 31, 2004. The Exchange advised
Bexil that the timely filing of such reports is a condition for the Bexil's
continued listing on the Exchange and that the failure to timely file a Form
10-KSB is a material violation of Bexil's listing agreement with the Exchange.
Previously, Bexil had announced that it had submitted a notification of late
filing on Form 12b- 25 that it would make a late filing of its annual report on
Form 10-KSB for the year ended December 31, 2004 due to delays in concluding the
new client acceptance process with its new auditors. Bexil's Form 10-KSB filing
is currently expected by May 20, 2005.
In response to the notice, Bexil confirmed its receipt of the notice to the
Exchange and discussed developments with the Exchange staff. Bexil also
indicated that it intends to submit a plan of compliance to the Exchange by May
4, 2005, advising the Exchange of action it has taken, or will take, that would
bring Bexil into compliance by no later than June 15, 2005. The Exchange has
advised Bexil that the Listings Qualifications Department management will
evaluate the plan, including any supporting documentation, and make a
determination as to whether Bexil has made a reasonable demonstration in the
plan of an ability to regain compliance with all applicable continued listing
standards by June 15, 2005, in which case the plan will be accepted. The
Exchange has further advised Bexil that if the plan is accepted, Bexil will
remain listed during the plan period, during which time it will be subject to
periodic review to determine whether it is making progress consistent with the
plan.
This press release may contain "forward looking information" and "forward
looking statements" and similar expressions that reflect Bexil's current
expectations about its future performance, and are subject to risks,
uncertainties and other factors that could cause Bexil's actual performance to
differ materially from those expressed in, or implied by, the forward looking
information and these forward-looking statements.
Contact: William Vohrer
wvohrer@bexil.com
1-212-785-0400, ext. 279
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