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:
November
7, 2008
(Date
of earliest event reported)
21
ST
CENTURY HOLDING COMPANY
(Exact
name of registrant as specified in its charter)
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Florida
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0-2500111
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65-0248866
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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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3661
West Oakland Park Blvd., Suite 300
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Lauderdale
Lakes, FL
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33311
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(954)
581-9993
NOT
APPLICABLE
(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):
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o
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ÿ
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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ÿ
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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ÿ
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o
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ÿ
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Pre-commencement
communications pursuant to Rule 13e-4( c) under the Exchange Act
(17 CFT
240.13e-4( c))
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Item
8.01. Other Events
On
November 7, 2008 the United States District Court for the Southern District
of
Florida (the "Court") partially dismissed a securities class action lawsuit
("Lawsuit") filed against 21
st
Century
Holding Company (the "Company") and certain of its executive officers. The
class
action plaintiffs initially filed the lawsuit against the Company and certain
of
its executive officers (collectively, the "Defendants") on July 27, 2007. A
consolidated amended complaint was filed on behalf of the class on January
22,
2008. The complaint alleges that the Defendants made false and misleading
statements and issued financial guidance that materially misrepresented the
Company's financial performance. The complaint seeks an unspecified amount
of
damages and claims violations of Sections 10(b) and 20(a) of the Securities
Exchange Act of 1934 and Rule 10b-5. The Defendants filed their motion to
dismiss the consolidated amended complaint on February 25, 2008. The plaintiff’s
response to the Defendant’s motion to dismiss was filed on April 22, 2008. The
Court heard oral arguments on the motion to dismiss on August 20,
2008.
On
November 7, 2008 the United States District Court, Southern District of Florida,
issued an order granting in part and denying in part Defendants Motion to
Dismiss the Consolidated Class Action Complaint. While certain allegations
in
the Complaint were dismissed, the Court granted leave for the plaintiffs to
amend as to the dismissed claims by December 8, 2008.
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.
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21
ST
CENTURY HOLDING COMPANY
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Date: November
24, 2008
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By:
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/s/
Peter
J. Prygelski, III
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Name: Peter
J. Prygelski, III
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Title:
Chief Financial Officer
(Principal
Accounting and Financial
Officer)
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