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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)
SEPTEMBER 15, 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.)
4901 ZAMBRANO STREET, COMMERCE, CA
90040
(Address of Principal Executive
Offices and zip code)
(323) 726-1913
(Registrant's telephone
number, including area code)
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(b) 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))
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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 September 15, 2008, the Registrant received notification from the
Nasdaq Hearings Panel (the "Panel") that the Panel has determined to delist the
Registrant's shares from the Nasdaq Capital Market and will suspend trading of
those shares effective at the open of business on Wednesday, September 17, 2008.
The registrant intends to take the actions necessary to facilitate the quotation
of the Registrant's common stock on the Pink Sheets electronic over-the-counter
market maintained by the Pink OTC Markets, Inc. Additionally, the Registrant
anticipates that its common stock will be quoted on the OTC Bulletin Board upon
the filing of the Registrant's restated financial statements for the fiscal year
ended 2007 and each fiscal quarter included therein, and for the fiscal quarters
ended March 31 and June 30, 2008, provided that a market maker files the
appropriate application with, and such application is cleared by, the NASD.
The Panel's decision was based on the Registrant's failure to meet
certain milestones that would demonstrate to the Panel that the Registrant's
plan to regain compliance with the shareholders equity (Marketplace Rule
4310(c)(3)(A)), bid price (Marketplace Rule 4310(c)(4)) and filing (Marketplace
Rule 4310(c)(14)) continued listing requirements of the Nasdaq Stock Market was
proceeding and was capable of completion within the exception period previously
granted by the Panel.
On September 15, 2008, the Registrant issued a press release announcing
its receipt of the Panel'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 September
15, 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: September 15, 2008 By: /S/ GLENN S. PALMER
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Glenn S. Palmer
Chief Executive 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 September 15, 2008.
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