UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM8-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): January 31, 2020
SCHMITT INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Oregon | 001-38964 | 93-1151989 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||
2765 N.W. Nicolai Street Portland, Oregon | 97210-1818 | |||
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:(503) 227-7908
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock – no par value Series A Junior Participating Preferred Stock Purchase Rights | SMIT | NASDAQ Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule12b-2 of the Securities Exchange Act of 1934 (17 CFR§240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On February 4, 2020, Schmitt Industries, Inc. (the “Company”), issued a press release (the “Press Release”) announcing its intention to delist its common stock (the “Common Stock”) from the NASDAQ Stock Market (“NASDAQ”). The Company notified NASDAQ on February 3, 2020, of its intent to voluntarily delist its Common Stock from NASDAQ and deregister the Common Stock under the Securities Exchange Act of 1934. In connection therewith, the Company notified NASDAQ of the Company’s intention to file a Form 25 with the Securities and Exchange Commission (the “SEC”) on or about February��14, 2020. The Company anticipates that the Form 25 will become effective 10 days following its filing, or approximately February 24, 2020. Following delisting from NASDAQ, the Common Stock will be listed on the OTC Pink Market under the Company’s current trading symbol, “SMIT.” After the effective date of the delisting of the Common Stock from NASDAQ, the Company intends to file a Form 15 with the SEC to voluntarily effect the deregistration of the Common Stock. Upon the filing of the Form 15, the Company’s obligations to file certain reports with the SEC, including Annual Reports on Form10-K, Quarterly Reports on Form10-Q and Current Reports on Form8-K, will immediately be suspended.
A copy of the Press Release that includes the announcement of the above is furnished herewith as Exhibit 99.1.
Item 8.01 | Other Events. |
On January 31, 2020, the Company entered into an agreement with former director David Hudson to initiate a cashless exercise for 64,166 of his stock options, whereby the Company will purchase 36,000 shares of Common Stock for $3.25 per share from Mr. Hudson to fund the exercise of his remaining 28,166 shares of Common Stock. This transaction is outside of the recently announced $2 million share repurchase plan (the “Plan”). To date, no shares have been repurchased under the Plan, which remains active.
The Press Release issued on February 4, 2020 includes the announcement of the above and is furnished herewith as Exhibit 99.1.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits |
99.1 | Press release of Schmitt Industries, Inc., dated February 4, 2020, entitled “Schmitt Industries Announces Intention to Delist and Deregister Its Common Stock.” |
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.
SCHMITT INDUSTRIES, INC. | ||||||
February 5, 2020 | By: | /s/ Michael R Zapata | ||||
Name: Michael R Zapata | ||||||
Title: President and Chief Executive Officer |