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) August 22, 2007
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AMERICAN BILTRITE INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-4773 04-1701350
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(State or other jurisdiction (Commission (IRS Employer
of Incorporation) File No.) Identification No.)
57 River Street, Wellesley Hills, Massachusetts 02481-2097
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(Address of principal executive offices, including zip code)
(781) 237-6655
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(Registrant's telephone number, including area code)
Not Applicable
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(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:
|_| 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 August 22, 2007, American Biltrite Inc. ("American Biltrite") received a
letter from the American Stock Exchange ("AMEX") indicating that American
Biltrite is not in compliance with Sections 134 and 1101 of the AMEX Company
Guide due to the fact that it has not yet filed its Quarterly Report on Form
10-Q for the quarter ended June 30, 2007 with the Securities and Exchange
Commission ("SEC"). As previously reported, American Biltrite has delayed filing
its Form 10-Q for the quarter ended June 30, 2007 pending completion of a review
of the financial statements of its subsidiary Congoleum Corporation
("Congoleum") by the SEC. The letter also stated that American Biltrite must
submit a plan by September 5, 2007 advising the AMEX of actions American
Biltrite has taken or will take to achieve compliance with the continued listing
standards, and that this plan must be approved by the AMEX in order for American
Biltrite to maintain its listing on the AMEX. American Biltrite intends to
submit a plan to the AMEX by September 5, 2007. If American Biltrite does not
timely submit a plan to the AMEX, submits a plan that is not accepted by the
AMEX, or fails to satisfy any plan that may be submitted to and accepted by the
AMEX, the AMEX may initiate delisting proceedings. On August 27, 2007, American
Biltrite issued a press release announcing that it had received the AMEX
noncompliance letter referred to above. A copy of that press release is attached
to this report as Exhibit 99.1.
Warning regarding forward looking statements
This report contains certain forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995, that involve risks,
uncertainties and assumptions. These forward-looking statements are based on
American Biltrite's expectations, as of the date of this report, of future
events. American Biltrite undertakes no obligation to update any of these
forward looking statements. Although American Biltrite believes that its
expectations are based on reasonable assumptions, within the bounds of its
knowledge of its business and experience, there can be no assurance that actual
results will not differ materially from expectations. Readers are cautioned not
to place undue reliance on any forward-looking statements. Actual results could
differ significantly as a result of various factors, including (1) whether
American Biltrite timely submits a compliance plan to the AMEX, (2) whether the
AMEX will accept any compliance plan submitted by American Biltrite, (3) whether
American Biltrite satisfies any compliance plan which may be submitted to and
accepted by the AMEX, (4) American Biltrite's ability to satisfy the AMEX's
listing standards, (5) whether the AMEX will initiate delisting proceedings, (6)
the timing to complete the SEC review process, (7) the extent to which the SEC
seeks Congoleum to change its accounting policies or disclosures and the
significance of those changes, and (8) whether, and if so, the extent to which,
American Biltrite will supplement the disclosure included in, or restate or make
other changes to its consolidated financial statements included in, American
Biltrite's previously filed reports with the SEC as a result of the SEC comment
letter process, as well as other factors set forth in American Biltrite's Annual
Report on Form 10-K for the year ended December 31, 2006 and its subsequent
filings with the SEC.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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EXHIBIT NO. DESCRIPTION
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99.1 Press release dated August 27, 2007
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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 hereunto duly authorized.
Date: August 22, 2007 AMERICAN BILTRITE INC.
By: /s/ Howard N. Feist III
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Name: Howard N. Feist III
Title: Chief Financial Officer
Exhibit Index
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EXHIBIT NO. DESCRIPTION
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99.1 Press release dated August 27, 2007
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