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)
JUNE 18, 2007
____________________________
BLUE HOLDINGS, INC.
(Exact name of registrant as specified in charter)
NEVADA
(State or other Jurisdiction of Incorporation or Organization)
000-33297 88-0450923
(Commission File Number) (IRS Employer
Identification No.)
5804 E. SLAUSON AVE.,
COMMERCE, CA 90040
(Address of Principal Executive Offices and
zip code)
(323) 725-5555
(Registrant's telephone
number, including area code)
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(b) 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; TRANSFER OF LISTING.
On June 18, 2007, Blue Holdings, Inc. (the "Registrant") received a
Notification of Deficiency/Compliance from the NASDAQ Stock Market ("Nasdaq")
regarding the Registrant's failure to comply with the shareholder approval rules
set forth in Nasdaq's Marketplace Rule 4350(i)(1)(A) (the "Rule") in connection
with the issuance of 175,000 shares of the Registrant's Common Stock (the
"Initial Shares") to William Adams, aka will.i.am, of the Black Eyed Peas,
pursuant to that certain Letter of Intent dated May 11, 2007 between the
Registrant and Mr. Adams. The Letter of Intent provided, in part, for Mr. Adams
to render certain design, marketing and promotional services to the Registrant
in consideration of the issuance of shares of the Registrant's common stock. In
accordance with the Nasdaq shareholder approval rules, the Registrant is
required to obtain shareholder approval prior to its entry into a compensation
arrangement pursuant to which stock may be acquired by a consultant. The
Registrant did not obtain shareholder approval for the Letter of Intent with Mr.
Adams.
On June 12, 2007, the Registrant provided supplemental documents to Nasdaq
which restricted (a) the sale, disposition or transfer of the Initial Shares;
(b) the voting power of the Initial Shares; and (c) the Initial Shares'
participation in any economic distribution by the Registrant unless and until
shareholder approval is obtained. Additionally, the supplemental documents
provided for no future issuance of shares unless and until shareholder approval
is obtained. Accordingly, the staff of Nasdaq has determined that the Registrant
has regained compliance with the Rule and the matter is now closed.
The Registrant expects to receive formal shareholder approval of the Letter
of Intent and the transactions contemplated thereunder, including the issuance
of shares of the Registrant's common stock to Mr. Adams, on June 21, 2007 at the
Registrant's annual shareholder meeting.
The Registrant issued a press release regarding the Nasdaq notification. A
copy of the press release is being furnished as Exhibit 99.1 to this report and
is incorporated herein by reference. The registrant has also included a copy of
the Nasdaq notification as Exhibit 99.2.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired. Not applicable.
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(b) Pro forma financial information. Not applicable.
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(c) Shell company transactions. Not applicable
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(d) Exhibits.
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99.1 Press Release issued by the Registrant on June 19, 2007.
99.2 Notification of Deficiency/Compliance issued by the NASDAQ
Stock Market on June 18, 2007.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Blue
Holdings, Inc. has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BLUE HOLDINGS, INC.
Date: June 19, 2007 By: /s/ Larry Jacobs
-----------------------------------
Larry Jacobs, Chief Financial
Officer and Secretary
EXHIBIT INDEX
Exhibit Number Description of Exhibit
-------------- -------------------------------------------------------------
99.1 Press Release issued by the Registrant on June 19, 2007.
99.2 Notification of Deficiency/Compliance issued by the NASDAQ
Stock Market on June 18, 2007.