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EWST > SEC Filings for EWST > Form 8-K on 4-Mar-2009All Recent SEC Filings

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Form 8-K for ENERGY WEST INC


4-Mar-2009

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; T


Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On February 27, 2009, Energy West, Incorporated (the "Company") received a letter of reprimand from the Staff of the Listing Qualifications of the Nasdaq Stock Market for failure to comply with the requirement of Marketplace Rule 4350(c)(3) that executive compensation must be determined or recommended by either a majority of the independent directors or a committee comprised solely of independent directors (the "Rule").
On November 12, 2007, Richard M. Osborne, the Company's chairman of the board and a member of the compensation committee, was appointed Chief Executive Officer. As a result, Mr. Osborne was no longer eligible to serve on the compensation committee because as an executive officer of the Company, he was no longer independent under the marketplace rules of Nasdaq. Promptly after the Staff notified the Company of this deficiency, Mr. Osborne resigned from the compensation committee and an existing independent director was appointed to the committee.
In reaching its determination to issue the letter of reprimand, the Staff considered that the Company "had not demonstrated a pattern of non-compliance." The Staff also observed that "once this compliance issue was brought to the Company's attention, it was cured in a prompt and effective manner" and that "based on discussions with the Company, Staff believes that the Company inadvertently violated the Marketplace Rules." Because the Company has established a compensation committee in conformity with the Rule, the Staff closed the matter upon the issuance of the letter of reprimand.
In accordance with Marketplace Rule 4803(b), the Company issued a press release on March 4, 2009 to announce that the Company received the letter of reprimand. A copy of this press release is attached as Exhibit 99.1 to this report. Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.

99.1 Energy West, Incorporated Press Release dated March 4, 2009


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