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): August
1, 2005
(Exact
name of registrant as specified in its charter)
|
Delaware
|
1-9298
|
06-1182033
|
|
(State
or other jurisdiction of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer Identification
No.)
|
| |
| |
|
|
Suite
295, Four Corporate Drive, Shelton, CT
|
06484
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant's
telephone number, including area code
(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))
Item 3.01 Notice of Delisting or Failure to
Satisfy a Continued Listing
Rule or Standard; Transfer of Listing.
On
August
1, 2005, Raytech Corporation (“Raytech”) received
official notice from the New York Stock Exchange that Raytech is currently
"below criteria" under revised standards for continued listing. Raytech
is considered “below criteria” due to the fact that its total market
capitalization is less than $75 million over a 30-day trading period and
its
stockholders' equity is less than $75 million. The NYSE will make available
on
its consolidated tape beginning on August 8, 2005, an indicator, “BC,”
indicating Raytech is below the NYSE’s quantitative continued listing
standards.
Under
the
rules and procedures of the NYSE, Raytech must respond to the NYSE within
45
days with a business plan that demonstrates compliance with the continued
listing standards. As Raytech announced on June 24, 2005, it does not believe
that it can take steps which will permit it to satisfy the financial continued
listing criteria of the NYSE within the 18 month cure period
provided.
In
addition, on July 7, 2005, Raytech and The Raytech Corporation Asbestos Personal
Injury Trust (“Trust”), its largest shareholder, announced that the Trust
intends to undertake a going private transaction of Raytech. As part of that
transaction, the Trust entered into a Supplemental Settlement Agreement with
shareholders who were the environmental creditors of Raytech in its 2001
Chapter
11 reorganization. The settlement is conditioned upon receiving the approval
of
the United States Bankruptcy Court for the District of Connecticut after
a
hearing, which is scheduled for August 16, 2005. Upon completion of the
settlement, the Trust will own approximately 90.6% of the outstanding shares
of
Raytech. The Trust then intends to undertake a short-form merger of Raytech
into
a newly created subsidiary that is wholly owned by the Trust, terminate the
registration of the stock with the Securities and Exchange Commission, and
seek
to de-list the Raytech common stock from trading on the New York Stock Exchange.
The Company is engaged in discussions with NYSE staff regarding the timing
of
the anticipated going private transaction.
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.
Raytech
Corporation
(Registrant)
Date
August 5, 2005
(Signature)*
/s/
John B.
Devlin
John
B.
Devlin, Vice President, Treasurer and Chief Financial Officer
*Print
name and title of the signing officer under his signature.