UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of
March, 2009
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PEACE ARCH ENTERTAINMENT GROUP INC.
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(Translation of Registrants name into English)
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1867 Yonge Street,
Suite 650, Toronto, Ontario M4S 1Y5
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(Address of principal executive office)
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[Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20F or Form 40-F.
Form 20-F
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Form 40-F
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[Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes
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No
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This Form 6-K shall be incorporated by reference into the Registration Statement on Form S-8 (File No. 333-134552) and any other Registration Statement filed by the Registrant which by its terms automatically incorporates the Registrant's filings and submissions with the SEC under Sections 13(a), 13(c) or 15(d) of the Securities Exchange Act of 1934.
(If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
82-_______________
For Immediate Release
PEACE ARCH
®
ENTERTAINMENT ANNOUNCES RECEIPT OF NOTICE FROM NYSE ALTERNEXT US LLC AS TO ITS NONCOMPLIANCE WITH LISTING REQUIREMENTS
TORONTO March 10, 2009
-- Peace Arch
®
Entertainment Group Inc. (AMEX:PAE - News) (Toronto: PAE.TO - News), announced today that on March 5, 2009 it has received notice from the NYSE Alternext US LLC (the Exchange) that Peace Arch is not in compliance with Sections 134 and 1101 of the NYSE Alternext Company Guide (Company Guide) as a consequence of its failure to file with the Securities and Exchange Commission its Annual Report on Form 20-F for the year ended August 31, 2008.
The Exchange also stated that due to the low selling price of Peace Arch's stock, pursuant to Section 1003(f)(v) of the Company Guide, a reverse stock split is advised. The Exchange may consider suspending dealings in, or removing from the list, Peace Arch's common stock if the reverse stock split is not completed within a reasonable amount of time.
In order to maintain its listing, Peace Arch must submit a plan by March 19, 2009 advising the Exchange of the action it has taken or will take to bring it into compliance with the applicable listing standards by no later than June 5, 2009. If the plan is accepted, Peace Arch 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. If the plan is not accepted or if Peace Arch is not in compliance with the continued listing standards by June 5, 2009 or does not make progress consistent with the plan during the plan period, the Exchange will initiate delisting procedures as appropriate. In addition, if Peace Arch does not complete the reverse stock split as described above, the Exchange may initiate delisting proceedings as appropriate.
The Exchange also advised Peace Arch that as a result of the delinquency, the indicator .LF would be added to Peace Archs trading symbol, and would remain until Peace Arch is in compliance with all applicable listing standards.
Peace Arch previously announced that it was unable to timely file its annual financial statements for the year ended August 31, 2008 and interim financial statements for the first quarter ended November 30, 2008, due to managements re-evaluation of Peace Archs investment in ten movie titles and its participation in their production during fiscal 2006 and possible restatement of its consolidated financial statements for fiscal 2006 and fiscal 2007. In addition, Peace Arch previously stated it has concerns that certain transactions in connection with certain non-owned production companies and sub-distribution agreements may not have been appropriate and may not have been accounted for correctly.
At this time, Peace Arch is unable to estimate the final impact of the potential adjustments and possible restatement of the results for prior years, however it is possible that such adjustments and possible restatement could have a material adverse effect on the shareholders equity of Peace Arch once finalized. As previously reported, as part of its ongoing review and evaluation of the Companys investment in film and television assets, management has concluded that a write-down of approximately $21.0 million in the fourth quarter of fiscal 2008 is appropriate. This is in addition to a third quarter write-down of $4.0 million bringing the total write-down to approximately $25.0 million for the year ended August 31, 2008.
All adjustments referred to herein are preliminary and unaudited and reflect anticipated adjustments as of the issuance of this press release. These results are subject to change arising from the restatement process, subsequent events and the completion of the audit of Peace Archs financial statements by Peace Archs independent auditors.
About Peace Arch Entertainment Group Inc.
Peace Arch Entertainment produces and acquires feature films, television and home entertainment content for distribution to worldwide markets. Peace Arch owns one of the largest libraries of top quality independent feature films in the world, featuring more than 2,000 classic and contemporary titles. For additional information, please visit www.peacearch.com.
Forward-Looking Statements
This press release includes statements that may constitute forward-looking statements, usually containing the words believe, estimate, project, expect, or similar expressions. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that would cause or contribute to such differences include, but are not limited to, that the corresponding restatement of Peace Archs financial statements may change based upon the Audit or Special Committees ongoing analysis, that potential claims or proceedings may arise relating to such matters, that the Exchange will approve any plan submitted by Peace Arch, that Peace Arch will be able to remain in compliance with any plan approved by the Exchange, that the Audit or Special Committee in consultation with Peace Archs independent auditors will determine that the proper accounting differs from the accounting treatment upon which the assumptions and forward looking statements in this release are based and other risks detailed in Peace Archs periodic report filings with the Securities and Exchange Commission and with the Canadian securities regulators. By making these forward-looking statements, Peace Arch undertakes no obligation to update these statements for revisions or changes after the date of this release.
# # #
Contact:
Gerry Noble
Chief Executive Officer
Peace Arch Entertainment Group Inc.
416.783.8383
Email: gnoble@peacearch.com
Press Contacts:
Paul Nichols/Jim Benson
The Lippin Group
323.965.1990
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, thereunto
duly authorized.
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Peace
Arch Entertainment Group Inc.
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(Registrant)
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Date
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March
10, 2009
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By
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"Mara
Di Pasquale"
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(Signature)*
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Mara
Di Pasquale, Chief Financial Officer
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*Print
the name and title under the signature of the signing officer.
GENERAL
INSTRUCTIONS
A.
Rule
as to Use of Form 6-K,
This
form shall be used by foreign private issuers which are required to furnish
reports pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of
1934.
B.
Information
and Document required to be Furnished,
Subject
to General Instruction D herein, an issuer furnishing a report on this form
shall furnish whatever information, not required to be furnished on Form 40-F or
previously furnished, such issuer (I) makes or is required to make public
pursuant to the law of the jurisdiction of its domicile or in which it is
incorporated or organized, or (ii) files or is required to file with a stock
exchange on which its securities are traded and which was made public by that
exchange, or (iii) distributes or is required to distribute to its security
holders.
The
information required to be furnished pursuant to (I), (ii) or (iii) above is
that which is material with respect to the issuer and its subsidiaries
concerning: changes in business; changes in management or control; acquisitions
or dispositions of assets; bankruptcy or receivership; changes in registrant's
certifying accountants; the financial condition and results of operations;
material legal proceedings; changes in securities or in the security for
registered securities; defaults upon senior securities; material increases or
decreases in the amount outstanding of securities or indebtedness; the results
of the submission of matters to a vote of security holders; transactions with
directors, officers or principal security holders; the granting of options or
payment of other compensation to directors or officers; and any other
information which the registrant deems of material importance to security
holders.
This
report is required to be furnished promptly after the material contained in the
report is made public as described above. The information and documents
furnished in this report shall not be deemed to be "filed" for the purpose
of Section 18 of the Act or otherwise subject to the liabilities of that
section.
If
a report furnished on this form incorporates by reference any information not
previously filed with the Commission, such information must be attached as an
exhibit and furnished with the form.
C.
Preparation
and Filing of Report
This
report shall consist of a cover page, the document or report furnished by the
issuer, and a signature page. Eight complete copies of each report on this
form shall be deposited with the Commission. At least one complete copy
shall be filed with each United States stock exchange on which any security of
the registrant is listed and registered under Section 12(b) of the Act. At
least one of the copies deposited with the Commission and one filed with each
such exchange shall be manually signed. Unsigned copies shall be
conformed.
D.
Translations
of Papers and Documents into English
Reference
is made to Rule 12b-12(d) [17 CFR 240.12b-12(d)]. Information required to
be furnished pursuant to General Instruction B in the form of press releases and
all communications or materials distributed directly to security holders of each
class of securities to which any reporting obligation under Section 13(a) or
15(d) of the Act relates shall be in the English language. English
versions or adequate summaries in the English language of such materials may be
furnished in lieu of original English translations.
Notwithstanding
General Instruction B, no other documents or reports, including prospectuses or
offering circulars relating to entirely foreign offerings, need be furnished
unless the issuer otherwise has prepared or caused to be prepared English
translations, English versions or summaries in English thereof. If no such
English translations, versions or summary have been prepared, it will be
sufficient to provide a brief description in English of any such documents or
reports. In no event are copies of original language documents or reports
required to be furnished.
Peace Arch (AMEX:PAE)
過去 株価チャート
から 4 2024 まで 5 2024
Peace Arch (AMEX:PAE)
過去 株価チャート
から 5 2023 まで 5 2024