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): January 10, 2007
Hansen Natural Corporation
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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| 0-18761 |
39-1679918 |
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(IRS Employer Identification No.) |
1010 Railroad Street
Corona, California 92882
(Address of principal executive offices and zip code)
(951) 739 - 6200
(Registrant’s telephone number, including area code)
N/A
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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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.
As previously disclosed, Hansen Natural Corporation ("Hansen" or the "Company") notified the Nasdaq Stock Market ("Nasdaq") that the Company may have inadvertently violated Nasdaq Marketplace Rule 4350(i)(1)(A) ("Rule 4350").
On January 10, 2007, the Company received a Nasdaq Additional Staff Determination letter from Nasdaq stating that because the Company has not yet regained compliance with Rule 4350, such violation serves as an additional basis for delisting the Company's securities from the Nasdaq Capital Market. The matter has been referred to the same Nasdaq Listing Qualifications Panel that is scheduled to conduct a hearing with respect to the earlier Nasdaq Staff Determination Letter relating to the Company's non-filing of its Form 10-Q for the period ending September 30, 2006. The Company is exploring with Nasdaq staff appropriate steps to resolve the Rule 4350 matter as expeditiously as possible and is working towards such a resolution in conjunction with the Panel hearing.
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A copy of Hansen’s press release is attached hereto as Exhibit 99.1. |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 99.1 - Press release dated January 17, 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.
Hansen Natural Corporation
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Date: January 17, 2007 |
/s/ Rodney C. Sacks |
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Rodney C. Sacks
Chairman of the Board of Directors
and Chief Executive Officer
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CONTACTS: |
Rodney C. Sacks |
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Chairman and Chief Executive Officer |
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(951) 739-6200 |
Hilton H. Schlosberg
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Vice Chairman |
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(951) 739-6200 |
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Roger S. Pondel / Judy Lin Sfetcu |
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PondelWilkinson Inc. |
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(310) 279-5980 |
Hansen Receives Anticipated Additional Letter from Nasdaq
Corona, CA—January 17, 2007—Hansen Natural Corporation (NASDAQ:HANS) announced today that as anticipated it received a Nasdaq Additional Staff Determination letter on January 10, 2007, stating that the Company is not in compliance with the filing requirements for continued listing under Nasdaq Marketplace Rule 4350(i)(1)(A) due to the Company's inadvertent issuance of an out-of-plan stock option to purchase 12,000 shares of the Company's stock (pre stock splits) to an outside director of the Company in November 2004, as announced on Form 8-K on January 10, 2007. The time within which the plan permitted the award of options had expired approximately four months earlier. The Nasdaq letter indicates that this matter serves as an additional basis for delisting the Company's securities from the Nasdaq Capital Market.
The matter has been referred to the same Nasdaq Listing Qualifications Panel that is scheduled to conduct a hearing with respect to the earlier Nasdaq Staff Determination Letter relating to the Company's non-filing of its Form 10-Q for the period ending September 30, 2006. The Company is exploring with Nasdaq staff appropriate steps to resolve the Rule 4350 matter as expeditiously as possible and is working towards such a resolution in conjunction with the Panel hearing.
Hansen Natural Corporation
Hansen Natural Corporation markets and distributes Hansen’s® Natural Sodas, Signature Sodas, fruit juice Smoothies, Energy drinks, Energade® energy sports drinks, E20 Energy Water®, Sparkling Lemonades and Orangeades, multi-vitamin juice drinks in aseptic packaging, Junior Juice® juice, iced teas, lemonades and juice cocktails, apple juice and juice blends, Blue Sky® brand beverages, Monster Energy® brand energy drinks, Lost® Energy™ brand energy drinks, Joker Mad Energy™, Unbound® Energy and Ace™ Energy brand energy drinks, Rumba™ brand energy juice, and Fizzit™ brand powdered drink mixes. Hansen’s can be found on the Web at www.hansens.com.
The press release contains forward-looking statements concerning Hansen’s plans to present its views before the Nasdaq Listing Qualifications Panel. There can be no assurance concerning the outcomes of the hearing. Forward-looking statements are made as of the date of this press release and, except as required by law, Hansen does not undertake an obligation to update its forward-looking statements to reflect future events or circumstances.