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ACCL > SEC Filings for ACCL > Form 8-K on 7-Jun-2013All Recent SEC Filings

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Form 8-K for ACCELRYS, INC.


7-Jun-2013

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


Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On June 4, 2013, Accelrys, Inc. (the "Company") notified the Nasdaq Stock Market ("Nasdaq") that the Company is not in compliance with Nasdaq Listing Rule 5605(c)(2) requiring the Company to have an Audit Committee comprised of three independent directors. The Company's noncompliance with this listing rule resulted from Kenneth Coleman's decision to not stand for re-election to the Company's Board of Directors (including as a member of the Board's Audit Committee) for personal reasons not involving any disagreement relating to the Company's operations, policies or practices, as previously disclosed in the Company's definitive proxy statement for its 2013 annual meeting of stockholders filed with the U.S. Securities and Exchange Commission on April 15, 2013. Consequently, on June 4, 2013, the Company received a written notification (the "Notice") from Nasdaq that, as a result of Mr. Coleman's not standing for re-election, the Company no longer complies with Nasdaq's audit committee requirements as set forth in Nasdaq Listing Rule 5605. The Notice confirms that, pursuant to Nasdaq Listing Rule 5605(c)(4)(B), the Company will be provided with a cure period to regain compliance as follows:
until the earlier of the Company's next annual stockholder meeting or May 30, 2014; or

if the next annual stockholder meeting is held before November 26, 2013, then the Company must evidence compliance no later than November 26, 2013.

Because the Company does not intend to hold its next annual stockholder meeting prior to November 26, 2013, the Company expects that the cure period provided by Nasdaq Listing Rule 5605(c)(4)(B) will expire on May 30, 2014.
The Company's Board of Directors is currently working to identify candidates to replace Mr. Coleman and to appoint a director and Audit Committee member who satisfies the independence and other relevant Audit Committee requirements of the Nasdaq Listing Rules prior to the expiration of the applicable cure period.


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