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: February 10, 2006
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(Date of earliest event reported)
RIVIERA TOOL COMPANY
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(Exact name of registrant as specified in its charter)
Michigan 001-12673 38-2828870
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(State or other jurisdiction of (Commission file number) (I.R.S. Employer Identification
incorporation) Number)
5460 Executive Parkway S.E., Grand Rapids, Michigan 49512
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (616) 698-2100
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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.
Riviera Tool Company (the "Company") Common Stock is quoted on the
American Stock Exchange (the "AMEX" or "Exchange") under the symbol "RTC." In
order for the Company's Common Stock to continue to be quoted on the AMEX, the
Company must satisfy various continued listing standards as set forth in Part 10
of the AMEX Company Guide (the "Company Guide").
On February 10, 2006, the Company received notice from the AMEX that a
review of the Company's Form 10-Q for the first quarter ended November 30, 2005
indicated that it did not meet certain of the Exchange's continued listing
standards, and the Company has, therefore, become subject to the procedures and
requirements of Section 1009 of the Company Guide. Specifically, the Company is
not in compliance with Section 1003(a)(ii) of the Company Guide with
shareholders' equity of less than $4,000,000 and losses from continuing
operations and/or net losses in three of its four most recent fiscal years.
In order to maintain its AMEX listing, the Company must submit a plan
by March 13, 2006 advising the Exchange of action it has taken, or will take,
that would bring it into compliance with the continued listing standards
identified within a maximum of 18 months of receipt of the notice. The Listing
Qualifications Department will evaluate the plan and make a determination as to
whether the Company has made a reasonable demonstration in the plan of an
ability to regain compliance with the continued listing standards within 18
months, in which case the plan will be accepted. If the plan is accepted, the
Company may be able to continue its listing during the plan period of up to
eighteen months, during which time it will be subject to periodic review to
determine whether it is making progress consistent with the plan.
There can be no assurance the Listing Qualifications Department will
grant the Company's request for continued listing. In the event of a delisting,
the Company's Common Stock may be eligible to be traded on the Over-the-Counter
Bulletin Board, provided that the Company is current in its filings under the
Securities Exchange Act of 1934, as amended, at such time.
EXHIBITS
EXHIBIT
NO. DESCRIPTION
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99.1 Press Release dated February 14, 2006.
SIGNATURES
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, thereunto duly authorized.
Date: February 14, 2006
Riviera Tool Company
/s/ Peter C. Canepa
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Peter C. Canepa
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
EX- 99.1 Press Release dated February 14, 2006