SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES ACT OF 1934
Date of Report (Date of earliest event reported) January 24, 2006
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AMCON DISTRIBUTING COMPANY
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(Exact name of registrant as specified in its charter)
DELAWARE 1-15589 47-0702918
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
7405 Irvington Road, Omaha, NE 68122
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(Address of principal executive offices) (Zip Code)
(402) 331-3727
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING
RULE OR STANDARD; TRANSFER OF LISTING.
On January 30, 2006, AMCON Distributing Company issued a press release
announcing the receipt of a notice from the American Stock Exchange ("AMEX")
of a failure to timely file its Annual Report on Form 10-K for the fiscal
year ended September 30, 2005 ("Annual Report") resulting in a violation of
Sections 134, 1003(d) and 1101 of the AMEX Company Guide and AMCON's
agreement with the AMEX.As result of the notice, the indicator .LF will be
added to the company's stock symbol in any place the company's symbol is
transmitted with a quotation or a trade.
As reported in a press release issued on January 16, 2006 and a Form 8-K
filed with the Securities and Exchange Commission (the "SEC") on January 17,
2006, the Annual Report was delayed and was not filed by the due date of
December 29, 2006 or by the extension date of January 13, 2006 primarily
because of the uncertainty surrounding the accounting treatment of several
issues associated with its two beverage subsidiaries, Trinity Springs, Inc.
and Hawaiian Natural Water Company, Inc. AMCON also announced estimated
ranges of its fiscal 2005 financial results in the press release issued on
January 16, 2006.
As a condition to maintain listing of its common stock on the AMEX, AMCON is
required to submit a plan by February 7, 2006 to the AMEX that will address
its failure to timely file its Form 10-K. This plan must advise the AMEX of
the action AMCON has taken, or will take, that would bring it into compliance
with Sections 134, 1003(d) and 1101 of the AMEX Company Guide and AMCON's
agreement with the AMEX by no later than March 31, 2006.
A copy of the press release is attached to this Form 8-K as Exhibit 99.1 and
is incorporated herein by reference.
The information in this Form 8-K (including the exhibit) shall not be deemed
to be "filed" for the purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, or otherwise subject to the liabilities of that Section.
The information set forth in this Current Report on Form 8-K (including the
exhibit) shall not be incorporated by reference into any registration
statement or other document pursuant to the Securities Act of 1933, as
amended, except as shall be expressly set forth by specific reference in such
filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
EXHIBIT NO. DESCRIPTION
99.1 Press release, dated January 30, 2006
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMCON DISTRIBUTING COMPANY
(Registrant)
Date: January 30, 2006 By : Michael D. James
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Name: Michael D. James
Title: Vice President &
Chief Financial Officer
EXHIBIT INDEX
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Exhibit Description
99.1 Press release, dated January 30, 2006
3
Exhibit 99.1
NEWS RELEASE
AMCON REPORTS RECEIPT OF NOTICE FROM AMEX OF FAILURE
TO SATISFY CONTINUED LISTING STANDARDS
Omaha, NE, January 30, 2006 AMCON Distributing Company (AMEX:DIT), an
Omaha, Nebraska based consumer products company, announced today that on
January 24, 2006 it received a notice from the American Stock Exchange
("AMEX") of a failure to timely file its Annual Report on Form 10-K for the
fiscal year ended September 30, 2005 ("Annual Report") resulting in a
violation of Sections 134, 1003(d) and 1101 of the AMEX Company Guide and
AMCON's agreement with the AMEX. As result of the notice, the indicator .LF
will be added to the company's stock symbol in any place the company's symbol
is transmitted with a quotation or a trade.
As reported in a press release issued on January 16, 2006 and a Form 8-K
filed with the Securities and Exchange Commission (the "SEC") on January 17,
2006, the Annual Report was delayed and was not filed by the due date of
December 29, 2006 or by the extension date of January 13, 2006 primarily
because of the uncertainty surrounding the accounting treatment of several
issues associated with its two beverage subsidiaries, Trinity Springs, Inc.
and Hawaiian Natural Water Company, Inc. AMCON also announced estimated
ranges of its fiscal 2005 financial results in the press release issued on
January 16, 2006.
As a condition to maintain listing of its common stock on the AMEX, AMCON is
required to submit a plan by February 7, 2006 to the AMEX that will address
its failure to timely file its Form 10-K. This plan must advise the AMEX of
the action AMCON has taken, or will take, that would bring it into compliance
with Sections 134, 1003(d) and 1101 of the AMEX Company Guide and AMCON's
agreement with the AMEX by no later than March 31, 2006.
AMCON is a leading wholesale distributor of consumer products, including
beverages, candy, tobacco, groceries, food service, frozen and chilled foods,
and health and beauty care products with distribution centers in Illinois,
Missouri, Nebraska, North Dakota and South Dakota. Chamberlin's Natural
Foods, Inc. and Health Food Associates, Inc., both wholly-owned subsidiaries
of The Healthy Edge, Inc., operate health and natural product retail stores
in central Florida (6), Kansas, Missouri, Nebraska and Oklahoma (4). The
retail stores operate under the names Chamberlin's Market & Cafe and Akin's
Natural Foods Market. Hawaiian Natural Water Company, Inc. produces and
sells natural spring water under the Hawaiian Springs label in Hawaii and
other foreign markets and purified bottled water on the Island of Oahu in
Hawaii. The natural spring water is bottled at the source on the Big Island
of Hawaii. Trinity Springs, Inc. produces and sells geothermal bottled water
and a natural mineral supplement under the Trinity label and recently
introduced a vitamin enhanced beverage product under the Trinity Enhanced
label. The water and mineral supplement are both bottled at the base of the
Trinity Mountains in Paradise, Idaho, one of the world's deepest known
sources. Trinity Springs also distributes Hawaiian Springs on the U.S.
mainland.
This news release contains forward-looking statements that are subject to
risks and uncertainties and which reflect management's current beliefs and
estimates of future economic circumstances, industry conditions, Company
performance and financial results. A number of factors could affect the
future results of the Company and could cause those results to differ
materially from those expressed in the Company's forward-looking statements
including, without limitation, availability of sufficient cash resources to
conduct its business and meet its capital expenditures needs. Moreover, past
financial performance should not be considered a reliable indicator of future
performance. Accordingly, the Company claims the protection of the safe
harbor for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995 with respect to all such forward-looking
statements.
Visit AMCON Distributing Company's web site at: www.amcon.com
FOR FURTHER INFORMATION CONTACT:
Michael D. James
Chief Financial Officer
AMCON Distributing Company
Tel 402-331-3727
Fax 402-331-4834
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