UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): October 3, 2007
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BPI Energy Holdings, Inc.
(Exact Name of Registrant as Specified in Charter)
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| British Columbia, Canada
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001-32695
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75-3183021 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| 30775 Bainbridge Road, Suite 280, Solon, Ohio
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44139 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code (440) 248-4200
Not Applicable
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 3.01 |
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
(a) On October 3, 2007, BPI Energy Holdings, Inc. (“BPI”) received a letter from the American Stock
Exchange (“Amex”) informing BPI that it is currently not in compliance with Rule 121(B)(2)(a) of
the Amex Company Guide, which requires BPI’s audit committee to consist of at least three
independent directors. BPI’s Audit Committee membership decreased to two directors upon William J.
Centa’s resignation from the Board of Directors on September 13, 2007 (as reported in BPI’s Form
8-K filed with the Securities and Exchange Commission on September 19, 2007). The letter from Amex
is a “warning letter” and provides BPI until January 3, 2008 to regain compliance with the Amex
requirements by appointing an additional independent director to serve on the Audit Committee. BPI
has commenced a search for a qualified individual to fill its Audit Committee vacancy and expects
to fill the vacancy within a reasonable time.
On October 9, 2007, pursuant to Section 402(g) of the Amex Company Guide, BPI issued a press
release reporting its receipt of the warning letter and its intention to regain compliance as soon
as practicable. A copy of the press release is attached hereto as Exhibit 99.1.
| Item 9.01 |
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Financial Statements and Exhibits. |
(d) Exhibits.
| 99.1 |
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Press Release of BPI Energy Holdings, Inc., dated October 9, 2007. |