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): December 17, 2019

 

 

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

(Address of principal executive offices)

97210-1818

(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 Form 8-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 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))

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 Rule 12b-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 1.01 Entry into a Material Definitive Agreement.

On December 17, 2019, Schmitt Industries, Inc. (the “Company” or “Schmitt”), together with three directors (“Directors”) of the Schmitt Board of Directors (“the Board”), acquired 509,331 shares of common stock of Schmitt (the “Shares”) from Walter Brown Pistor. The aggregate consideration for the acquisition of the Shares (the “Acquisition”) was $1,655,325.75, or $3.25 per share. The Company issued a press release announcing the Acquisition on December 18, 2019. A copy of such release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The information hereunder shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On December 18, 2019, Regina Walker tendered her resignation as Chief Financial Officer of the Company, effective January 15, 2020. The Company issued a press release announcing Ms. Walker’s resignation on December 18, 2019. A copy of is such release is furnished herewith as Exhibit 99.2 and is incorporated herein by reference. The information hereunder shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

99.1    Press Release of Schmitt Industries, Inc., dated as of December 18, 2019.
99.2    Press Release of Schmitt Industries, Inc., dated as of December 18, 2019.


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.
December 18, 2019    By:   

/s/ Michael Zapata

      Name: Michael Zapata
      Title: Chief Executive Officer
EX-99.1

EXHIBIT 99.1

SCHMITT INDUSTRIES AND DIRECTORS ACQUIRE 509,331 SHARES OF SMIT

PORTLAND, OR, December 18, 2019 – Schmitt Industries, Inc. (NASDAQ: SMIT) (the “Company” or “Schmitt”) today announced that the Company, together with three directors (“Directors”) of the Schmitt Board of Directors (the “Board’), acquired 509,331 shares of common stock of Schmitt (the “Shares”) from Walter Brown Pistor. Prior to the acquisition of the Shares (the “Acquisition”), Mr. Pistor was the Company’s second largest shareholder. Following the Acquisition, Mr. Pistor no longer holds any shares in Schmitt. The aggregate consideration paid by Schmitt and the Directors in the Acquisition was $1,655,325.75, or $3.25 per share.

The Company purchased the Shares from Mr. Pistor after Mr. Pistor expressed his desire to sell his entire position in Schmitt to Michael Zapata, the Chairman of the Board and CEO of Schmitt. Mr. Zapata, together with the rest of the Board, determined it was in the best interest of Schmitt shareholders for Schmitt to purchase the majority of the stake, while providing that Mr. Zapata and two other Directors participate. There is no change in the Company’s business plan or strategy as a result of the Acquisition, including the Company’s current $2 million share repurchase plan, as previously disclosed on the Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 3, 2019.

The Shares were purchased as follows: Schmitt purchased 365,490 Shares, or 8.9% of the Company’s outstanding shares; Mr. Zapata, through Sententia Capital Management, LLC, purchased 123,456 Shares, or 3%; Director Andy Hines purchased 15,385 Shares, or 0.4%; and Director Steven Strom purchased 5,000 Shares, or 0.1%.

About Schmitt Industries

Schmitt Industries, Inc., founded in 1987, designs, manufactures and sells high precision test and measurement products, solutions and services through its Acuity® and Xact® product lines. Acuity provides laser and white light sensor distance measurement and dimensional sizing products, and our Xact line provides ultrasonic-based remote tank monitoring products and related monitoring revenues for markets in the Internet of Things environment.

Contact:

Schmitt Industries, Inc.

Michael R. Zapata

Chief Executive Officer

(503) 227-7908

EX-99.2

EXHIBIT 99.2

SCHMITT INDUSTRIES ANNOUNCES CFO RESIGNATION

PORTLAND, OR, December 18, 2019 – Schmitt Industries, Inc. (NASDAQ: SMIT) (the “Company” or “Schmitt”) announced today that Regina Walker has tendered her resignation as Chief Financial Officer of the Company, effective January 15, 2020. Ms. Walker is leaving Schmitt to pursue an executive position at a private, Washington based company.

Michael Zapata, Schmitt’s CEO and Chairman, commented, “We wish Gina all the best for her family and this new career opportunity. During her short tenure she has played a vital role in the SBS transition and in her contributions on strengthening Schmitt’s finance department. We are grateful for Gina’s commitment to enable a smooth transition and closing out this quarter’s financials.”

Ms. Walker commented, “I’d like to thank the Board for their support as Schmitt’s CFO. I’m proud of the work we have done in this short time and am confident Mike and his team will continue to realize the value and potential for Schmitt’s customers, employees and shareholders. I have accepted another position that is best for my family and wish the Schmitt team the best.”

The Company has begun a search for a new Chief Financial Officer and will announce Ms. Walker’s replacement as soon as one has been hired.

About Schmitt Industries

Schmitt Industries, Inc., founded in 1987, designs, manufactures and sells high precision test and measurement products, solutions and services through its Acuity® and Xact® product lines. Acuity provides laser and white light sensor distance measurement and dimensional sizing products, and our Xact line provides ultrasonic-based remote tank monitoring products and related monitoring revenues for markets in the Internet of Things environment.

Contact:

Schmitt Industries, Inc.

Michael R. Zapata

Chief Executive Officer

(503) 227-7908