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): July
23, 2007
HERZFELD
CARIBBEAN BASIN FUND, INC.
(Exact
name of registrant as specified in its charter
|
Maryland
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811-06445
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65-0396889
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(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
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(IRS
Employer Identification No.)
|
| |
|
|
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P.O.
Box 161465, Miami, FL
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33116
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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, 305-271-1900
(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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
3.01
On
July
23, 2007, Mr. Albert Weintraub, age 77, retired from his position on the Board
of directors of Herzfeld Caribbean Basin Fund, Inc. (the “Company”). Mr.
Weintraub’s retirement resulted in the Board consisting of three members: two
independent directors and one interested director. In addition, Mr. Weintraub’s
retirement has resulted in the audit committee being composed of two independent
members rather than the required three independent members. Accordingly, the
Company has notified the NASDAQ that the composition of its audit committee
does
not currently comply with the audit committee composition requirement under
Rule
4350(d)(2)(A)
of the NASDAQ Marketplace Rules due to one vacancy on the audit committee.
The
Company is relying on the cure period provided under Rule 4350(d)(4)(B) under
the Marketplace Rules and intends to appoint a new independent director in
the
future to serve on the Board and its audit committee.
Item
8.01
On
July
24, 2007, the Company announced the planned non-transferable rights offering
and
the retirement of Mr. Albert L. Weintraub as a director of the Company. A copy
of the press release issued by the Company dated July 24, 2007 is attached
hereto as Exhibit 99.1
Item
9.01
Financial Statements and Exhibits
| (d)
Exhibit 99.1 |
Press
release dated July 24, 2007 announcing the planned non-transferable
rights
offering and the retirement of Mr. Albert L. Weintraub as a director
of
the Company.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report on Form 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
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HERZFELD CARIBBEAN BASIN FUND, INC. |
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| Date: July
27, 2007 |
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/s/ Cecilia
L. Gondor |
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Cecilia
L. Gondor |
| |
Chief
Compliance Officer, Secretary and
Treasurer |
EXHIBIT
INDEX
| Exhibit Number |
Exhibit
Description |
| Exhibit
99.1 |
Press
release dated July 24, 2007 announcing the planned non-transferable
rights
offering and the retirement of Mr. Albert L. Weintraub as a director
of
the Company.
|