DMND unturnarund may be delisted due to their cooked books. .
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On June 12, 2012, Diamond Foods, Inc. ("Diamond") received a staff determination letter from The NASDAQ Stock Market LLC ("Nasdaq") stating that Diamond's common stock is subject to delisting from Nasdaq for failure to comply with Listing Rule 5250(c)(1) and that, unless Diamond requests an appeal of the Nasdaq staff's determination, trading of Diamond's common stock on Nasdaq will be suspended at the opening of business on June 21, 2012. Nasdaq also informed Diamond that its staff had determined that Diamond's failure to file when due its Quarterly Report on Form 10-Q for the period ended April 30, 2012, as required by Nasdaq Listing Rule 5250(c), serves as an additional basis for delisting Diamond's common stock from Nasdaq. Diamond expects to appeal the Nasdaq staff's determination no later than June 19, 2012, which is the deadline for an appeal, and to request a stay of any delisting of its common stock until the hearing takes place. Diamond also expects to request that Nasdaq grant Diamond an extension of the time required to hold its annual meeting of stockholders. Diamond has made substantial progress on completing its previously-announced financial restatement and preparing various late Quarterly Reports on Form 10-Q and will complete the restatement and those filings as promptly as practicable. Diamond plans to hold its annual meeting of shareholders as soon as practicable thereafter. The statements in this report about Diamond's submissions to Nasdaq, future filings with the SEC, and holding its annual meeting of stockholders are forward-looking statements and therefore subject to uncertainty. There can be no assurance that Nasdaq will grant Diamond's request that its common stock be allowed to remain listed until its appeal can be heard, or afterward. The outcome of its Nasdaq appeal is inherently uncertain. Nor can there be any assurance that Diamond will complete its financial restatement or file its delayed Quarterly Filings on Form 10-Q with the SEC, or hold its annual meeting of stockholders, on the schedule that it expects.
A press release issued by Diamond on June 14, 2012 is furnished herewith as Exhibit No. 99.1 to this Report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description 99.1 Diamond Foods, Inc. press release dated June 14, 2012.
-------------------------------------------------------------------------------- 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.
DIAMOND FOODS, INC. Date: June 14, 2012 By: /s/ Stephen E. Kim Name: Stephen E. Kim Title: SVP, General Counsel and Human Resources Exhibit 99.1 [[Image Removed: LOGO]]
Diamond Foods Confirms Receipt of NASDAQ Determination Letter
SAN FRANCISCO, CA, June 14, 2012 - Diamond Foods, Inc. (NASDAQ: DMND) ("Diamond") today announced that, as expected, on June 12, 2012, it received a determination letter from the Nasdaq Listing Qualifications Department advising that the Company remains noncompliant with the filing requirements for continued listing under Nasdaq Marketplace Rule 5250(c)(1) after not filing its delayed quarterly reports for the periods ended October 31, 2011, and January 31, 2012 by its previously established June 11, 2012 deadline, as well as for the period ended April 30, 2012.
Diamond intends to request a hearing before a Nasdaq Hearings Panel to review the Staff determination. In its determination letter, Nasdaq informed the Company that the hearing request will stay any delisting of the Company's common stock for an additional fifteen days, or until July 5, 2012, unless Diamond requests that the stay be extended pending the hearing. The Company intends to request that the stay remain in effect pending the hearing, and during the period of the stay, the Company will continue its work to finalize all of its delayed filings.
The Delisting Determination letter has no effect on the listing of the Company's stock at this time.
About Diamond
Diamond Foods is an innovative packaged food company focused on building and energizing brands including Kettle ® Chips, Emerald® snack nuts, Pop Secret®popcorn, and Diamond of California® nuts. Diamond's products are distributed in a wide range of stores where snacks and culinary nuts are sold. For more information visit our corporate web site: www.diamondfoods.com.
Forward-Looking Statements
The statements in this press release about Diamond's submissions to Nasdaq and future filings with the SEC are forward-looking statements and therefore subject to uncertainty. There can be no assurance that Nasdaq will grant Diamond's request that its common stock be allowed to remain listed until its appeal can be heard, or afterward. The outcome of its Nasdaq appeal hearing is inherently unpredictable. Nor can there be any assurance that Diamond will complete its financial restatement or file its delayed Quarterly Reports on Form 10-Q with the SEC on the schedule that it expects.
Investors: Media: Diamond Foods Sard Verbinnen & Co for Diamond Foods Linda Segre Paul Kranhold/Lucy Neugart SVP, Corporate Strategy (415) 618-8750 (415) 445 -7444 pkranhold@sardverb.com lsegre@diamondfoods.com lneugart@sardverb.com |
