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): April 26, 2007
BALLY TOTAL FITNESS HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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001-13997
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36-3228107 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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8700 West Bryn Mawr Avenue, Chicago, Illinois
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60631 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code (773) 380-3000
N/A
(Former name or former address, if changed since last report)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
BALLY TOTAL FITNESS HOLDING CORPORATION
FORM 8-K
Current Report
TABLE OF CONTENTS
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item 9.01 Financial Statements and Exhibits
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer
of Listing
On April 26, 2007, Bally Total Fitness Holding Corporation (the Company) received written
notification from the staff of NYSE Regulation, Inc. (together with
the New York Stock Exchange, NYSE) that as of May 2, 2007, the
NYSE will suspend trading of the Companys common stock and will submit an application to the
Securities and Exchange Commission (the SEC) to delist the Companys common stock in accordance
with Section 12 of the Securities Exchange Act of 1934 and the rules promulgated thereunder. The
NYSEs delisting application is pending completion of applicable procedures, including expiration
of the deadline by which the Company may appeal the NYSE staffs determination. As of the date of
this report, the Company does not intend to appeal the NYSE staffs determination.
As previously disclosed, on March 26, 2007, the Company received notification from the NYSE
that the Company was not in compliance with the NYSEs continued listing standards. In the
notification, the NYSE advised the Company that it is considered below criteria by the NYSE
because the Companys total market capitalization was less than $75 million over a 30 trading-day
period. Additionally, the NYSE advised the Company that in light of the Companys disclosure that
it was unable to determine when it will file its 2006 Annual Report on Form 10-K, the NYSE
anticipated a likelihood that the NYSE would deem the Company to be a late filer. The NYSE also
advised the Company that in light of the Companys previous disclosures regarding the Companys
financial condition, certain qualitative assessment factors (in addition to the quantitative
requirements discussed above) could impact continued listing of the Companys common stock.
In response to the NYSEs notification, the Company submitted an interim report updating the
NYSE on the Companys work to complete the audit of its 2006 financial statements and to file its
2006 Form 10-K, its efforts to secure lender and noteholder forbearances, and to negotiate a
restructuring of its obligations, which restructuring could permit the Company to address
non-compliance with the NYSEs continuing listing standards. After reviewing these materials, the
NYSE elected to proceed with delisting procedures. The Company
intends to make arrangements for its common stock to be quoted on the Pink Sheets
or similar electronic quotation system following the NYSE suspension
and delisting.
A press release announcing receipt of the notification from the NYSE staff is attached as
Exhibit 99.1
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 Press Release, dated April 26, 2007.