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 24, 2005 (March 23, 2005)
___________________
TORCH OFFSHORE, INC.
(Exact Name of Registrant as Specified in its Charter)
000-32855
(Commission File Number)
Delaware 74-2982117
(State or Other Jurisdiction (IRS Employer
of Incorporation) Identification No.)
401 Whitney Avenue, Suite 400
Gretna, Louisiana 70056-2596
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code:
(504)367-7030
___________________
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 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 23, 2004, Torch Offshore, Inc. (the "Company")
received a notice from the staff of The NASDAQ Stock Market
("NASDAQ") that the NASDAQ Listing Qualifications Panel has
denied the Company's request for continued listing of its
common stock on the NASDAQ National Market. Accordingly, the
Company's common stock will be delisted from the NASDAQ
National Market effective with the open of business on
Monday, March 28, 2005.
The Company plans to apply for its shares of common stock to
be quoted on the Pink Sheets, however no assurances can be
made that any broker or market maker will make a market in
the Company's common stock.
A copy of the press release, dated March 24, 2005,
announcing the delisting from NASDAQ is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit Number Description
-------------- -----------
99.1 Torch Offshore, Inc. Press Release, dated
March 24, 2005
SIGNATURE
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.
TORCH OFFSHORE, INC.
By: /s/ ROBERT E. FULTON
Date: March 24, 2005 ------------------------
Robert E. Fulton
Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
99.1 Torch Offshore, Inc. Press Release, dated
March 24, 2005
Exhibit 99.1
NEWS RELEASE
For immediate release to:
Analysts, Financial Community, Media
Contact: Bob Fulton (1) 504-367-7030
Bradley Lowe (1) 504-367-7030
Torch Offshore Common Stock to be Delisted from NASDAQ
New Orleans, Louisiana USA, March 24, 2005
Torch Offshore, Inc. (NASDAQ: TORCQ) (the "Company")
announced today that it received a notice from the staff of
The NASDAQ Stock Market ("NASDAQ" or the "Staff") that the
NASDAQ Listing Qualifications Panel (the "Panel") has denied
the Company's request for continued listing of its common
stock on the NASDAQ National Market. Accordingly, the
Company's common stock will be delisted from the NASDAQ
National Market effective with the open of business on
Monday, March 28, 2005.
The Company plans to apply for its shares of common stock to
be quoted on the Pink Sheets, however no assurances can be
made that any broker or market maker will make a market in
the Company's common stock. The "Pink Sheets" is a
centralized quotation service that collects and publishes
market maker quotes in real time, primarily through its Web
site, http://pinksheets.com/.
Established in 1978, Torch Offshore, Inc. is involved in
offshore pipeline installation and subsea construction for
the oil and natural gas industry. The Company filed for
reorganization under Chapter 11 of the U.S. Bankruptcy Code
on January 7, 2005.
Any statements made in this news release, other than those
of historical fact, about an action, event or development,
which the Company hopes, expects, believes or anticipates
may or will occur in the future, are forward-looking
statements under the Private Securities Litigation Reform
Act of 1995. The forward-looking statements in this news
release include statements about the delisting of the
Company's stock from the NASDAQ and the potential trading of
the Company's shares on the Pink Sheets. Such statements are
subject to various assumptions, risks and uncertainties,
which are specifically described in the Company's Annual
Report on Form 10-K for the fiscal year ended December 31,
2003 filed with the Securities and Exchange Commission, as
well as other factors that may not be within the Company's
control, including, specifically, oil and natural gas
commodity prices, weather conditions and offshore
construction activity levels. Although the Company believes
its expectations are based on reasonable assumptions, it
gives no assurance that the Company's assumptions and
projections will prove to be correct. Actual results may
differ materially from those projected.