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 28, 2010
DesignLine Corporation
(Exact name of registrant as specified in its charter)
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| Delaware
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333-148735
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27-1263294 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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2309 Nevada Boulevard
Charlotte, North Carolina
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28273 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (704) 494-7800
(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)) |
Item 8.01 Other Events.
On January 28, 2010, DesignLine Corporation announced that it is filing a Form 15 with the
Securities and Exchange Commission to deregister its common stock under Section 12(g) of the
Securities Exchange Act of 1934, as amended, and to immediately suspend its reporting obligations.
Reference is made to the press release issued by the company on January 28, 2010, filed herewith as
Exhibit 99.1, for further details.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following is the index of exhibits furnished in accordance with Item 601 of Regulation
S-K, filed as part of this Current Report on Form 8-K:
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Description |
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99.1 |
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Press release issued by DesignLine Corporation on January 28, 2010. |
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.
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DesignLine Corporation
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| Dated: January 28, 2010 |
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/s/ Brad C. Glosson
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Brad C. Glosson |
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Chief Executive Officer |
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Exhibit 99.1
FOR IMMEDIATE RELEASE
January 28, 2010
DESIGNLINE CORPORATION ANNOUNCES FILING OF FORM 15 TO
DEREGISTER ITS COMMON STOCK
Charlotte, NC DesignLine Corporation (the Company) announced today that it has filed a
Form 15 with the Securities and Exchange Commission to deregister its common stock and to
immediately suspend its reporting obligations under the Securities Exchange Act of 1934, as
amended.
The Company expects that deregistration will be effective in accordance with applicable SEC
rules. The Companys SEC filing obligations, which include the Form 10-K, Form 10-Q and Form 8-K,
are suspended immediately as of the filing date of the Form 15.
The decision to deregister was made by the Board of Directors of the Company after careful
consideration of the advantages and disadvantages of being a public company, including, but not
limited to, the high costs of remaining public, the size of the stockholder base, the trading
history of the Companys stock, access to subordinated debt financing and demands on management
time arising from compliance with various SEC rules and requirements under the Sarbanes-Oxley Act
of 2002. The Board concluded that deregistration would provide a significant benefit to the Company
by reducing expenses and enabling management to focus its energies on operating the business.
About DesignLine Corporation
DesignLine Corporation is a leading manufacturer of hybrid, electric, alternative fuel and diesel
mass transit buses, as well as electric trolleys. The Companys common stock is quoted on the OTC
Bulletin Board under the symbol DSLI.
This press release contains forward-looking statements within the meaning of the federal securities
laws. Although the Company believes the expectations reflected in the forward-looking statements
are based on reasonable assumptions, the Companys actual results could differ materially from
those anticipated in the forward-looking statements. Certain factors that might cause such a
difference include the following: industry and economic conditions, competition, the availability
of sufficient cash, and other factors. For more information about other risks and uncertainties the
Company faces, please see the section entitled Risk Factors in the Companys Current Report on
Form 8-K dated October 5, 2009 as filed with the SEC. The Company undertakes no obligation to
publicly update or revise any forward-looking statements, whether as a result of new information,
future events or otherwise.