SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported): October 6, 2005
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LUCILLE FARMS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-12506 13-2963923
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(State or Other Juris- (Commission File No.) (IRS Employer
diction of Incorporation) Identification No.)
12 Jonergin Drive, PO Box 125, Swanton Vermont 05488
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (802) 868-7051
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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 (see General Instruction A.2. below):
[ ] 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))
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ITEM 3.01. NOTICE OF DELISTING.
On October 5, 2005, the Registrant received a letter from NASDAQ, dated
October 4, 2005, notifying Registrant that the Nasdaq Listing Qualifications
Panel has determined to delist the Company's securities from the Nasdaq Capital
Market, effective with the open of business on Thursday, October 6, 2005, for
its failure to be in compliance with Marketplace Rule 4310(c)(2)(B), which
requires the Company to have a minimum of $2,500,000 in stockholders' equity or
$35,000,000 market value of listed securities or $500,000 of net income from
continuing operations for the most recently completed fiscal year or two of the
three most recently completed fiscal years. The Company may request the Nasdaq
Listing and Hearing Review Council to review the decision of the Nasdaq Listing
Qualification Panel, but has not yet determined whether it will do so.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
EXHIBIT
NUMBER EXHIBIT TITLE OR DESCRIPTION
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99 Press Release dated October 6, 2005
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Signatures:
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.
LUCILLE FARMS, INC.
By: /s/ Jay Rosengarten
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Jay Rosengarten, Chief Executive Officer
Date: October 6, 2005
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