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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) June 24, 2005
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PURADYN FILTER TECHNOLOGIES INCORPORATED
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(Exact name of registrant as specified in its charter)
Delaware 0-29192 14-1708544
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2017 High Ridge Road, Boynton Beach, Florida 33426
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 561-547-9499
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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 (see General Instruction A.2. below):
[ ] 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 April 28, 2005, Puradyn Filter Technologies Incorporated ("Puradyn")
received a letter from the American Stock Exchange (the "Exchange") notifying it
that Puradyn currently did not meet certain of the Exchange's continuing listing
standards as set forth in the Exchange's Company Guide. Specifically, the
Exchange advised Puradyn that it was not in compliance with Section 1003(a)(i)
of the Exchange's Company Guide based on Puradyn's recent financial statements
reflecting stockholders' equity of less than $2,000,000 as well as losses from
continuing operations and/or net losses in two if its three most recent years,
as well as Section 1003(a)(ii) of the Exchange Company Guide based on Puradyn
having stockholders' equity of less than $4,000,000 and losses from continuing
operations and/or net losses in three of its most recent four years.
On June 24, 2005 Puradyn's Board of Directors approved a resolution to
voluntarily withdraw Puradyn's common stock from listing on the Exchange. The
Board's decision was based upon a determination that Puradyn would not be able
to timely comply with the Exchange's ongoing financial compliance standards
under Section 1003 of the Exchange's Company Guide, as well as the ongoing costs
of compliance with the Exchange's requirements, including the provisions of the
Sarbanes-Oxley Act of 2002 as they apply to Exchange listed company, and the
requirement to either limit the amount of financing of its previously announced
financing or to incur additional costs and defer receipt of the financing
pending stockholder approval as required by the Exchange's rules.
Puradyn has submitted an application to the SEC pursuant to Section
12(d) of the Securities Exchange Act of 1934 for the voluntarily withdraw the
listing of its common stock from the Exchange and has provided the Exchange with
a copy of the application.
Puradyn continues to be required to file reports with the SEC under
Section 13 of the Securities Exchange Act of 1934, including quarterly and
annual reports, and its common stock is expected in the ordinary course to be
included for quotation on the OTC Bulletin Board.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Press release dated June 29, 2005 regarding the request for
voluntary withdrawal of the common stock from the American
Stock Exchange.
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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.
PURADYN FILTER TECHNOLOGIES
INCORPORATED.
Date: June 29, 2005 By: /s/ Richard C. Ford
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Richard C. Ford,
Chief Executive Officer
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