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)
JULY 7, 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))
ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING
RULE OR STANDARD; TRANSFER OF LISTING.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS.
On July 7, 2008, Keith B. Hall notified the Registrant of his
resignation from the Registrant's board of directors, and the audit,
compensation and governance and nominating committees of the Registrant's board
of directors, to resolve a deadlock in the Registrant's board of directors over
past amounts owed to the Chairman of the Board.
The Registrant has provided Mr. Hall with a copy of this report and an
opportunity to furnish to the Registrant, as promptly as possible, a letter to
the Registrant stating whether he agrees with the statements made by the
Registrant herein and, if not, stating the respects in which he does not agree.
The Registrant will file any letter received from Mr. Hall with the Commission
as an exhibit by amendment to this report within two business days after receipt
thereof.
On July 10, 2008, the Registrant informed the Nasdaq Stock Market that
as a result of Mr. Hall's resignation, the Registrant no longer complies with
Marketplace Rule 4350(c)(1) which requires that a majority of the Registrant's
board of directors be comprised of independent directors (as defined in
Marketplace Rule 4200), and Marketplace Rule 4350(d)(2) which requires the
Registrant to have and certify that it has and will continue to have an audit
committee of at least three members, each of whom must be independent (as
defined in Marketplace Rule 4200).
The Registrant has until the earlier of its next annual stockholders
meeting or one year from the date of Mr. Hall's resignation to comply with the
requirements of Marketplace Rules 4350(c)(1) and 4350 (d)(2); provided, however,
that if the annual stockholders meeting occurs no later than 180 days following
Mr. Hall's resignation, the Registrant shall instead have 180 days from Mr.
Hall's resignation to regain compliance with the requirements of Marketplace
Rules 4350(c)(1) and 4350 (d)(2). The Registrant intends to fill the vacant seat
on its board of directors and audit committee with an independent director (as
defined in Marketplace Rule 4200) as soon as possible and in any event within
the time period prescribed by Marketplace Rules 4350(c)(1) and 4350 (d)(2).
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) EXHIBITS.
99.1 Keith B. Hall Letter of Resignation dated July 7,
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: July 11, 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 Keith B. Hall Letter of Resignation dated July 7, 2008.
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