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): March 22, 2005

 


 

CONRAD INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

 


 

Delaware   000-24263   72-1416999

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

 

1100 Brashear Avenue, Suite 200

P.O. Box 790

Morgan City, Louisiana

  70380-1501
 
 
(Address of principal executive offices)   (Zip Code)

 

(985) 702-0195

(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 obligations 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 March 22, 2005, pursuant to a unanimous recommendation of a special committee of independent directors, the Board of Directors of Conrad Industries, Inc. (the “Company”) unanimously voted to voluntarily delist its common stock from Nasdaq on or about March 30, 2005 and to terminate the registration of its common stock under the Securities and Exchange Act of 1934, as amended.

 

Simultaneously with delisting, the Company will file a Form 15 with the Securities and Exchange Commission (the “SEC”) to effect the deregistration of its common stock. Upon the filing of Form 15, the Company’s obligations to file certain reports with the SEC, including Forms 10-K, 10-Q and 8-K will immediately cease. The Company expects the deregistration to become effective ninety (90) days after filing Form 15 with the SEC.

 

For more information, see the Company’s press release, dated March 22, 2005 attached hereto as Exhibit 99.1 and incorporated by reference herein.

 

Item 9.01 Financial Statements and Exhibits.

 

  (c) Exhibits

 

  99.1 Press Release dated March 22, 2005 announcing the voluntary delisting and deregistration of common stock of Conrad Industries, Inc.


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.

 

CONRAD INDUSTRIES, INC.
By:  

/s/ Cecil A. Hernandez


    Cecil A. Hernandez
    Executive Vice President and
    Chief Financial Officer

 

Date: March 23, 2005

Exhibit 99.1

 

LOGO   

News Release

 

 

 

 

1100 Brashear Ave., P.O. Box 790

Morgan City, Louisiana 70381

(985) 702-0195

 

For Immediate Release To:   For Information Contact:
Analysts, Financial Community, Media   Cecil A. Hernandez (985) 702-0195
    Investor@ConradIndustries.com.

 

Conrad Industries Announces Intention to Voluntarily Delist and Deregister Stock

 

Morgan City, Louisiana (March 22, 2005) — Conrad Industries, Inc. (Nasdaq: CNRD) announced today that it intends to voluntarily delist its common stock from Nasdaq on or about March 30, 2005. Simultaneously with delisting, the Company will file a Form 15 with the Securities and Exchange Commission (the “SEC”) to voluntarily deregister its common stock under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and to suspend its obligation to file reports under Section 15(d) of the Exchange Act. Conrad Industries, Inc. is eligible to deregister by filing a Form 15 because it has fewer than 300 holders of record of its common stock.

 

Upon the filing of the Form 15, Conrad’s obligation to file certain reports with the SEC, including Forms 10-K, 10-Q, and 8-K, will immediately cease. Conrad expects that the deregistration of its common stock will become effective 90 days after the date of filing of the Form 15 with the SEC. The Company’s shares may be quoted on the Pink Sheets after it delists from Nasdaq, but the Company can give no assurances that any broker will continue to make a market in the Company’s common stock. The Pink Sheets is a provider of pricing and financial information for the over-the-counter (OTC) securities markets. It is a centralized quotation service that collects and publishes market maker quotes in real time primarily through its website, www.pinksheets.com, which provides stock and bond price quotes, financial news and information about securities traded.

 

Johnny Conrad, Conrad’s President and CEO commented that “the Company’s Board of Directors unanimously recommended the delisting and deregistration of its common stock after carefully considering the advantages and disadvantages of continuing registration and listing. The costs and administrative burdens associated with being a public company have significantly increased, particularly in light of new SEC, Sarbanes-Oxley and Nasdaq requirements. Our Board has determined that the rising costs of compliance, as well as the substantial demands on management time and resources, outweigh the benefits the Company receives from maintaining its registered and listed status. We believe that deregistering will result in significantly reducing expenses, avoiding even higher future expenses and will enable our management to focus more of its time and resources on operating the Company and enhancing shareholder value.” The deregistration and delisting of the Company’s stock was unanimously recommended to the Board by a special committee of independent directors.

 

Conrad Industries, Inc., established in 1948 and headquartered in Morgan City, designs, builds and overhauls tugboats, ferries, liftboats, barges, offshore supply vessels and other steel and aluminum products for both the commercial and government markets. The company provides both repair and new construction services at its four shipyards located in southern Louisiana and Texas.

 

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