Kaiser Group Holdings Inc - Current report filing (8-K)
2008年2月29日 - 7:02AM
Edgar (US Regulatory)
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):
February 28,
2008
KAISER
GROUP HOLDINGS, INC.
(Successor issuer to Kaiser Group International, Inc.)
(Exact name of registrant as specified in its charter)
Delaware
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File No. 1-12248
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54-2014870
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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9300 Lee Highway
Fairfax, Virginia
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22031-1207
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(Address of principal executive offices)
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(Zip Code)
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(703) 934-3413
(Registrants telephone number, including area code)
N/A
(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:
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 8.01. Other
Events.
Kaiser
Group Holdings, Inc. (the Company) today filed a Form 15 with the
Securities and Exchange Commission (SEC) to voluntarily terminate the
registration of its common stock, par
value $0.01 per share (the Common Stock) and suspend its reporting
obligations under the Securities Exchange Act of 1934, as amended (the Exchange
Act). The Company is eligible to
deregister because there are fewer than 300 holders of record of the Common
Stock.
The
Companys decision to deregister the Common Stock was made after careful
consideration of the advantages and disadvantages of continuing registration,
with particular regards to its assessment of potential acquisition and
strategic opportunities, and the rising costs to the Company and demands on
managements time from compliance with the reporting obligations of the
Exchange Act. Although the Company does
not presently have any specific potential acquisition targets or strategic
transactions identified, the Companys Board of Directors believes that, as a
private, non-reporting company, the Company may have more flexibility in
pursuing potential acquisition and strategic opportunities. The Companys Board of Directors also
believes that the anticipated accounting, legal and administrative savings from
deregistration, both in terms of cost and management time, substantially
outweigh any benefits of continued registration and are in the best interests
of both the Company and the holders of Common Stock. The Board of Directors believes that this
assessment is reinforced by consideration of the Companys size and the
thinly-traded nature of the Common Stock.
The
Company expects that deregistration will become effective 90 days after filing
of the Form 15. Upon filing the Form 15,
the Companys obligation to file reports under Sections 13(a) and 15(d) of
the Exchange Act, including annual reports on Form 10-K, quarterly reports
on Form 10-Q, and current reports on Form 8-K, was automatically
suspended. Upon effectiveness of
deregistration, future reports will not be available through the SECs EDGAR
system. Following deregistration,
however, the Company currently intends to continue to hold annual meetings and
continue to report to stockholders in accordance with Delaware law. The Company also intends to voluntarily make
financial and other information available periodically to its stockholders via
its website, www.kaisergroup.com.
The
Common Stock is currently quoted on the Pink Sheets (symbol KGHI). The Pink
Sheets is a centralized quotation service that collects and publishes market
maker quotes in real time, primarily through its website,
www.pinksheets.com. The Company
anticipates, but cannot guarantee, that quotation of the Common Stock will
continue through the Pink Sheets. The
Company cannot predict whether a market for the Common Stock will thereafter
continue to exist.
2
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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Kaiser
Group Holdings, Inc.
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(Registrant)
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/s/ Douglas W. McMinn
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Date: February 28, 2008
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Name:
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Douglas
W. McMinn
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Title:
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President
and Chief Executive Officer
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3
Common Stock (CE) (USOTC:KGHI)
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Common Stock (CE) (USOTC:KGHI)
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