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~~August 2211, 2009

Barzel Industries Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

(State or Other

Jurisdiction of Incorporation)

001-33342

(Commission File Number)

20-4790836

(I.R.S. Employee

Identification Number)

320 Norwood Park South – 2nd Floor

Norwood, Massachusetts 02062

(Address of Principal Executive Offices, including Zip Code)

Registrant’s Telephone Number, including Area Code: (781) 762-0123

(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.

OnAs ~~July~~previously 22disclosed, ~~2009,~~ Barzel Industries Inc. (the “"Company”") received a ~~Nasdaq~~Deficiency Letter from the Staff ~~Deficiency~~of ~~Letter~~The Nasdaq Stock Market, Inc. (“Nasdaq”) stating that the Company iswas not in compliance with Nasdaq Rule 5550(b)(1) for continued listing of its common stock and warrants on ~~the~~The Nasdaq Capital Market. ~~Nasdaq~~The ~~Listing Rule 5550(b) requires companies whose securities~~Staff ~~are~~requested ~~listed~~that, onby ~~the~~August ~~Nasdaq Capital Market to maintain a minimum of $2~~6,~~500,000~~ ~~in stockholders’ equity or to have had a minimum of $500~~2009,~~000~~ ~~of net income for~~ the ~~most~~Company ~~recently~~submit ~~completed~~a ~~fiscal~~plan ~~year (or 2 of the last 3 years) or~~ to ~~have~~regain ~~a minimum of $35,000,000 of market value of listed securities. The Company has not been in~~ compliance with the ~~second~~Rule. ~~and~~The ~~third~~Company ~~minimum~~thereafter ~~requirements~~informed ~~and, at~~ the ~~end~~Staff ~~of the second fiscal quarter, the Company’s stockholder equity, as reported in its Quarterly Report on Form 10-Q for~~ that ~~quarter~~it ~~filed~~did onnot ~~July~~intend ~~20, 2009, decreased~~ to ~~less~~submit ~~than $2,500,000. Accordingly, the Company no longer meets any of the three alternative minimum requirements under~~ such ~~Rule~~a ~~for continued listing~~plan.

On August 311, 2009, ~~Nasdaq~~the ~~will~~Company ~~reinstate~~received ~~Nasdaq~~a ~~Listing~~determination ~~Rule~~letter ~~5550(a)(2)~~from the Staff notifying the Company that ~~provides~~the Staff has determined that athe ~~company~~Company ~~does~~did not ~~qualify~~provide ~~for~~a ~~continued~~definitive ~~listing~~plan ofevidencing its ~~securities~~ability ifto achieve near term compliance with the ~~minimum~~continued ~~bid~~listing ~~price~~requirements isor ~~less~~sustain ~~than~~such ~~$1.00~~compliance ~~for~~over ~~more~~an ~~than~~extended 30period ~~days~~of time. OnAccordingly, unless ~~July~~the ~~24,~~Company ~~2009,~~requests an appeal of the ~~closing~~determination, ~~price~~trading of the Company’s common stock ~~was~~and ~~$0.23~~warrants ~~and~~on ~~the~~The ~~closing~~Nasdaq ~~price of~~Capital Market will be suspended by Nasdaq at the ~~Company’s~~opening ~~warrants~~of ~~was~~business ~~$.03. The~~on ~~Company~~August ~~does~~20, ~~not~~2009 ~~expect~~and ~~that~~a itForm 25-NSE will ~~come~~be ~~into~~filed ~~compliance~~by Nasdaq with ~~such~~the ~~Rule~~Securities ~~within~~and 30Exchange ~~days~~Commission ~~after~~which ~~reinstatement~~will ~~thereof~~remove the Company’s securities from listing and registration on The Nasdaq Capital Market.

~~Under~~Upon delisting from The Nasdaq ~~rules~~Capital Market, the Company’s ~~has~~common 15stock ~~calendar~~and ~~days~~warrants ~~(expiring~~may onbecome ~~August~~eligible 6,for ~~2009)~~quotation toon ~~submit~~the aOver-the-Counter ~~plan~~Bulletin toBoard ~~Nasdaq~~(“OTCBB”) toor ~~regain compliance with~~ the ~~continued~~Pink ~~listing standards~~Sheets. IfSuch ~~such~~eligibility ~~plan~~requires isaction ~~accepted,~~by ~~Nasdaq~~a ~~may~~registered ~~grant~~broker-dealer anand ~~extension~~cannot ofbe upaccomplished toby ~~105 calendar days from~~ the ~~date~~Company. The Company ofdoes ~~the~~not ~~Nasdaq~~expect ~~Staff~~to ~~Deficiency~~devote ~~Letter~~significant ~~for~~resources ~~the Company~~ to ~~provide evidence~~securing ofsuch ~~compliance~~eligibility. IfSecurities ~~the~~quoted ~~Company~~on ~~does~~the ~~not~~OTCBB ~~submit a plan~~ or the ~~plan~~Pink ~~submitted~~Sheets isare not ~~accepted,~~considered ~~the~~to ~~Company’s securities would~~ be ~~delisted~~traded ~~shortly~~on ~~after~~a ~~the~~national ~~expiration~~stock ~~of such 15-day period~~exchange.

~~The~~On ~~Company~~August ~~has obtained a deferral to October 13~~17, 2009 ~~of payment of interest on its 11.5% Senior Secured Notes due 2015 in the aggregate principal amount of $315 million. Under the deferral agreement~~, the Company ~~agreed~~issued toa ~~use~~press ~~its~~release ~~best~~relating ~~efforts~~ to ~~consummate~~the amatters ~~debt~~described ~~and/or equity recapitalization or restructuring~~herein, a ~~debt~~copy ~~refinancing, a capital raising transaction, or a sale~~ of ~~its~~which ~~equity securities or its assets. The Company has retained an independent third party investment banker to assist in connection therewith. The Company has determined that it~~ is inattached ~~the~~hereto ~~best~~as ~~interests~~Exhibit ~~of the corporation to devote its full management resources to completing such a transaction~~99.1 ~~Accordingly, the Company has also determined that, in light of the current trading price of the common stock~~ and ~~its~~is ~~expectation~~incorporated ~~that~~herein ~~such~~by price will not be in compliance with the minimum bid price upon the reinstatement of Rule 5550(a)(2), the commitment of management resources to complete a transaction within the same time period allowable to implement such a compliance plan, other commitments on management resources, and other factors, the Company will not submit a plan to Nasdaq to regain compliance with the continued listing standardsreference.

Upon delisting from the Nasdaq Capital Market, the Company’s common stock and warrants may become eligible for quotation on the Over-the-Counter Bulletin Board (“OTCBB”) or the Pink Sheets. The Company does not expect to devote significant resources to securing such eligibility. Securities quoted on the OTCBB or the Pink Sheets are not considered to be traded on a national stock exchange.

No assurance can be given that any such transaction will be successfully completed, as to the proceeds thereof, if any, or as to the timing thereof. If the Company issues additional equity securities in connection with a debt restructuring or refinancing, a capital raising transaction, or otherwise, its current

stockholders and warrant holders would experience substantial dilution. If the Company sells substantial assets, it is unlikely that there would be substantial proceeds, if any, available for stockholders or warrant holders. Delisting from the Nasdaq Capital Market could result in material adverse consequences, including a reduction in or loss of a trading market for the common stock and warrants, a reduction in the market prices thereof, a reduced amount of news and analyst coverage for us, a decreased ability to issue additional securities or obtain additional financing and a decreased ability of warrant holders to exercise their warrants. Such consequences may not be mitigated by eligibility for quotation on the OTCBB or the Pink Sheets.

On July 28, 2009, the Company issued a press release relating to the matters described herein, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit	Description
99.1	Press release dated ~~July~~August 2817, 2009.

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.

		BARZEL INDUSTRIES INC.
Date:	~~July~~August 2817, 2009	By:	/s/ Karen G. Narwold
			Name: Karen G. Narwold
			Title: Vice President, Strategic Counsel and Secretary

EXHIBIT INDEX

Exhibit	Description
99.1	Press release dated ~~July~~August 2817, 2009.

Filing Compare · Barzel Industries Inc.