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)
MAY 21, 2008
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BLUE HOLDINGS, INC.
(Exact name of registrant as specified in charter)
NEVADA
(State or other Jurisdiction of Incorporation or Organization)
000-33297 88-0450923
(Commission File Number) (IRS Employer Identification No.)
5804 E. SLAUSON AVE., COMMERCE, CA 90040
(Address of Principal Executive
Offices and zip code)
(323) 725-5555
(Registrant's telephone number, including area code)
(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 registrant under any of the
following provisions:
[_] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act
(17 CFR 240.14a-12(b))
[_] 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))
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Information included in this Current Report on Form 8-K may contain
statements which constitute forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, both as amended. Those statements include statements
regarding our intent, belief or current expectations. Prospective investors are
cautioned that any such forward-looking statements are not guarantees of future
performance and involve risks and uncertainties, and that actual results may
differ materially from those projected in the forward-looking statements. Such
risks and uncertainties include, among other things, our ability to face stiff
competition, our ability to profitably manage our business, the financial
strength of our customers, the continued acceptance of our existing and new
products by our existing and new customers, the risks of foreign manufacturing,
competitive and economic factors in the textile and apparel markets, the
availability of raw materials, the ability to manage growth, weather-related
delays, dependence on key personnel, general economic conditions, global
manufacturing costs and restrictions, and other risks and uncertainties that may
be detailed herein, or from time to time in our other filings made with the
Securities and Exchange Commission.
ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING
RULE OR STANDARD; TRANSFER OF LISTING
On May 21, 2008, the Registrant received notification from the Nasdaq
Listing Qualifications Department (the "Department") that the Department had not
received the Registrant's Form 10-Q for the period ended March 31, 2008 as
required by Marketplace Rule 4310(c)(14), and that the matter serves as an
additional basis for delisting the Registrant's securities from The Nasdaq Stock
Market.
On May 20, 2008, the Registrant appealed to the Nasdaq Listing
Qualifications Panel (the "Panel") the Department's May 14, 2008 determination
to delist the Registrant's securities from The Nasdaq Stock Market and requested
an oral hearing pursuant to the procedures set forth in the 4800 series of the
Marketplace Rules. The hearing request stayed the suspension of the Registrant's
securities and the filing of Form 25-NSE pending the Panel's decision. The
Registrant expects to file its delinquent 10-Q prior to the aforementioned
hearing. There can be no assurance that the Panel will grant the Company's
request for continued listing.
On May 28, 2008, the Registrant issued a press release announcing its
receipt of the Department's notification. A copy of the press release is being
furnished as Exhibit 99.1 to this report and is incorporated herein by
reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) EXHIBITS.
99.1 Press Release issued by the Registrant on May 28,
2008.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Blue Holdings, Inc. has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
BLUE HOLDINGS, INC.
Date: May 28, 2008 By: /S/ ERIC HOHL
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Eric Hohl
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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99.1 Press Release issued by the Registrant on May 28, 2008.
4