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
10, 2009
NRDC
ACQUISITION CORP.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-33749
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26-0500600
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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3
Manhattanville Road
Purchase,
NY 10577
(914)
272-8067
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: (914) 272-8067
Check the
appropriate box below if the Form 8-K is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On
February 10, 2009, NYSE Alternext US (the "Exchange") sent a letter to NRDC
Acquisition Corp. (the "Company") notifying the Company that it is not in
compliance with Section 704 of the listing standards of the Exchange's Company
Guide because the Company did not hold an annual meeting of its stockholders
during 2008. The Company issued a press release (the "Press Release") on
February 17, 2009 (attached as Exhibit 1 hereto and incorporated herein by
reference) disclosing this notification.
Item 9.01
Financial Statements and Exhibits.
(c)
Exhibits.
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Exhibit No.
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Description
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1
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Press
Release
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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 hereunto
duly authorized.
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Date:
February 17, 2009
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NRDC
ACQUISITION CORP.
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By:
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/s/
Richard A. Baker
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Richard
A. Baker
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Chief
Executive Officer
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Exhibit
1—For Immediate Release
NRDC
Acquisition Corp.: Failure to Satisfy a Continued Listing Rule Based on a
Lack of Shareholder Meeting in 2008
NEW YORK, February 17, 2009
- - NRDC Acquisition Corp. (NYSE Alternext US: NAQ) announced today that on
February 10, 2009, it received notice from the staff of the NYSE Alternext
US LLC (the “Exchange”) that the Company does not meet one of the Exchange’s
continued listing standards because it did not hold an annual meeting of its
shareholders in 2008 as required in Section 704 of the Exchange’s Company
Guide.
The
Company has been afforded the opportunity to submit a plan of compliance to the
Exchange by March 10, 2009 to demonstrate the ability to regain compliance
with the requirement to hold an annual meeting by August 10,
2009. The Company is aware of its obligations under the Company
Guide, and is currently consulting with its professional advisors in connection
with the submission of a plan of compliance. If the Company does not
submit such a plan or if the plan is not accepted by the Exchange, the Company
will be subject to delisting procedures as set forth in Section 1010 and
part 12 of the Company Guide. The Company intends to file a plan of
compliance with the Exchange by March 10, 2009.
About
NRDC Acquisition Corp.
NRDC is a
blank check company formed for the purpose of acquiring, through a merger,
capital stock exchange, stock purchase, asset acquisition or other similar
business combination, one or more assets or control of one or more operating
businesses. Since its initial public offering, NRDC’s activities have
been limited to identifying and evaluating prospective acquisition
targets.
Some of the statements in this press
release constitute “forward-looking statements” within the meaning of the United
States Private Securities Litigation Reform Act of 1995. These
statements are based on our current expectations, estimates and
projections. Words such as “will,” “intends,” “expects,”
“believes” and similar expressions are used to identify these forward-looking
statements. These statements are only predictions and as such are not
guarantees of future performance and involve risks, uncertainties, and
assumptions that are difficult to predict. Forward-looking statements
are based upon assumptions as to future events or our future financial
performance that may not prove to be accurate. Actual outcomes and
results may differ materially from what is expressed or forecast in these
forward-looking statements. As a result, these statements speak only
of the date they were made, and the Company undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
2