Form 8-K LIFE PARTNERS HOLDINGS For: Mar 10

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 10, 2015

 

 

LIFE PARTNERS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Texas	0-7900	74-2962475
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

 

204 Woodhew Waco, Texas	76712
(Address of principal executive offices)	(Zip Code)

 

Registrant’s telephone number, including area code: (254) 751-7797

 

 

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 1.03

Bankruptcy or Receivership.

 

As previously disclosed in its Current Report on Form 8-K filed on January 26, 2015, Life Partners Holdings, Inc. (the “Company”) filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Northern District of Texas (the “Bankruptcy Court”) on January 20, 2015. On March 10, 2015, the Bankruptcy Court ordered that the motion of the Securities and Exchange Commission seeking the appointment of a Chapter 11 Trustee was granted and that the United States Trustee shall appoint a Chapter 11 Trustee, subject to the Bankruptcy Court’s approval.

 

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On March 11, 2015, Nasdaq notified the Company that based upon its review of the Company’s market value of publicly held shares (“MVPHS”) for the last 30 consecutive business days, the Company no longer meets Nasdaq’s requirement of a minimum MVPHS of $5 million as required by Rule 5450(b)(1)(C) of the Nasdaq Listing Rules (the “Rules”). However, the Rules also provide the Company a compliance period of 180 calendar days in which to regain compliance under Rule 5810(c)(3)(D).

 

If at any time during this 180-day compliance period, the Company’s MVPHS closes at $5 million or more for a minimum of ten consecutive business days, Nasdaq will provide the Company written confirmation of compliance and this matter will be closed. In the event the Company does not regain compliance with Rule 5450(b)(1)(C) prior to the expiration of the compliance period, the Company will receive written notification that its securities are subject to delisting. At that time, the Company may appeal the delisting determination. Alternatively, the Company may apply to transfer its securities to the Nasdaq Capital Market.

 

The Company intends to monitor its MVPHS and may, if appropriate, consider implementing available options to regain compliance with the MVPHS requirement under the Rules. The Company has submitted a hearing request relating to its previously disclosed delisting proceedings, which is scheduled for March 19, 2015. There can be no assurance that the Company will be successful in its appeal or will be able to regain compliance with applicable Nasdaq Listing Rules.

 

On March 12, 2015, the Company issued a press release relating to the notice, a copy of which is attached hereto as Exhibit 99.1.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit No.

Description

 

99.1

Press Release, dated March 12, 2015

 

 

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.

 

	LIFE PARTNERS HOLDINGS, INC.
Date: March 12, 2015	By:	/s/ Colette Pieper
		Colette Pieper Chief Executive Officer

 

 

EXHIBIT INDEX

 

Exhibit No.

Description

 

99.1

Press Release, dated March 12, 2015

 

 

 

Exhibit 99.1

 

Life Partners Holdings announces receipt of

Nasdaq notice of deficiency

 

WACO, TX – March 12, 2015 - Life Partners Holdings Inc. (NASDAQ GS: LPHI), or the “Company,” announced today that on March 11, 2015, the Company received a letter from the Nasdaq Listing Qualifications department notifying the Company that based upon its review of the Company’s market value of publicly held shares (“MVPHS”) for the last 30 consecutive business days, the Company no longer meets Nasdaq’s requirement of a minimum MVPHS of $5 million as required by Nasdaq Listing Rule 5450(b)(1)(C). The Company has a compliance period of 180 calendar days to regain compliance with Nasdaq’s MVPHS requirement.

 

If at any time during this 180-day compliance period, the Company’s MVPHS closes at $5 million or more for a minimum of ten consecutive business days, Nasdaq will provide the Company written confirmation of compliance and this matter will be closed. In the event the Company does not regain compliance with Rule 5450(b)(1)(C) prior to the expiration of the compliance period, the Company will receive written notification that its securities are subject to delisting. At that time, the Company may appeal the delisting determination. Alternatively, the Company may apply to transfer its securities to the Nasdaq Capital Market.

 

The Company intends to monitor its MVPHS and may, if appropriate, consider implementing available options to regain compliance with the MVPHS requirement under the Rules. The Company has submitted a hearing request relating to its previously disclosed delisting proceedings, which is scheduled for March 19, 2015. There can be no assurance that the Company will be successful in its appeal or will be able to regain compliance with applicable Nasdaq Listing Rules.

 

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: This news release contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements that relate to the intent, beliefs, plans or expectations of the Company or its management, as well as any estimates or projections for the outcome of events that have not yet occurred at the time of this news release. All statements other than statements of historical fact are forward-looking statements. All forward-looking statements made by the Company are predictions and not guarantees of future performance, involve material risks and uncertainties and are subject to change based on factors that are difficult to predict and that may be beyond the Company’s control. Such factors include, but are not limited to: those described under the “Risk Factors” section and elsewhere in the Company’s Current Report on Form 8-K filed with the Securities Exchange Commission on February 23, 2015 and its most recent Quarterly Report on Form 10-Q filed with the Securities Exchange Commission on January 14, 2015, as well as in other past filings with the Securities and Exchange Commission; the risk that the Company may not be able to successfully comply with Nasdaq’s MVPHS and other requirements within the applicable compliance periods, including for reasons outside of the Company’s control; risks and uncertainties relating to the bankruptcy filing by the Company, including but not limited to, (i) the Company’s ability to obtain Bankruptcy Court approval with respect to motions in the Chapter 11 cases, (ii) the ability of the Company and its subsidiaries to prosecute, develop and consummate a plan of reorganization, (iii) the effects of the Company’s bankruptcy filing on the Company and on the interests of various constituents, (iv) Bankruptcy Court rulings in the Chapter 11 cases as well the outcome of all other pending litigation and the outcome of the Bankruptcy case in general, (v) the length of time the Company will operate under the Chapter 11 protection, (vi) risks associated with third party motions in the Chapter 11 cases, which may interfere with the Company’s ability to develop and consummate a plan of reorganization, (vii) the potential adverse effects of the Chapter 11 proceedings on the Company’s liquidity or results of operations, (viii) the potential adverse effects of the Chapter 11 proceedings on regulatory and licensing agencies of the Company’s primary operating subsidiary, Life Partners, Inc., and (ix) increased legal costs to execute the Company’s reorganization, and other risks and uncertainties. The Company cautions that the trading in the Company’s securities during the pendency of the Chapter 11 case is highly speculative and poses substantial risks. A plan of reorganization could result in the Company’s outstanding common stock to be diluted or extinguished and the holders of the Company’s common stock may not receive any consideration. Accordingly, the Company’s future performance and financial results may differ materially and/or adversely from those expressed or implied in any such forward-looking statements. You should not place undue reliance on forward-looking statements. The Company will not undertake to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.

 

 

Life Partners Holdings, Inc. is the parent company of the world’s oldest company engaged in the secondary market for life insurance, commonly called “life settlements.” Since its incorporation in 1991, Life Partners, Inc. has completed over 162,000 transactions for its worldwide client base of over 30,000 high net worth individuals and institutions in connection with the purchase of over 6,500 policies totaling over $3.2 billion in face value.

 

*****************

 

LPHI-G

 

Contact:

Kristen Bickham

LPHI Shareholder Relations

254-751-7797

[email protected]

www.lphi.com

 

 

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