Form 8-K

 

 

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): June 6, 2008

 

 

Distributed Energy Systems Corp.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   000-50453   20-0177690

(State or Other Jurisdiction

of Incorporation

   (Commission File Number)  

(IRS Employer

Identification No.)

 

10 Technology Drive, Wallingford, Connecticut   06492
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (203) 678-2000

 

(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 (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On June 6, 2008, the registrant, Distributed Energy Systems Corp., received a Staff Determination Letter from The Nasdaq Stock Market (“Nasdaq”) indicating that, as a result of the registrant’s filing for protection under Chapter 11 of the U.S. Bankruptcy Code, Nasdaq has determined that the registrant’s securities will be delisted from Nasdaq in accordance with the discretionary authority granted to Nasdaq under Marketplace Rules 4300 and IM-4300.

The registrant does not intend to appeal this determination, and, as a result, trading of registrant’s common stock will be suspended at the opening of business on June 17, 2008, and a Form 25-NSE will be filed with the Securities and Exchange Commission to remove the registrant’s securities from listing and registration on Nasdaq.

Item 7.01. Regulation FD disclosure.

On June 12, 2008, the registrant issued a press release announcing the matters discussed in Item 3.01 above. A copy of the press release is attached hereto as Exhibit 99.1. The information in the press release shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1 shall be deemed to be furnished, and not filed.

99.1    Press Release dated June 12, 2008.

 

SIGNATURE

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.

 

      DISTRIBUTED ENERGY SYSTEMS CORP.
Date: June 12, 2008     By:  

/s/ Peter J. Tallian

        Peter J. Tallian, Chief Financial Officer

 

EXHIBIT INDEX

 

Exhibit No.

     

Description

99.1      Press Release dated June 12, 2008.