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): February 19, 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

(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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On February 19, 2020, Schmitt Industries, Inc. (“Company”), issued a press release (the “Press Release”) announcing its intention to delay the delisting and deregistration of its common stock (the “Common Stock”) from the NASDAQ Stock Market (“NASDAQ”). Accordingly, the Company has not filed a Form 25 with the Securities Exchange Commission and for the time being the Company’s Common Stock will continue to trade on NASDAQ.

Item 8.01 Other Events.

On February 19, 2020, the Company issued a press release announcing, among other things, the information provided under Item 3.01. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

99.1    Press release of Schmitt Industries, Inc., dated February 19, 2020, entitled “Schmitt Industries Announces Delay of Delisting and Deregistration of 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 20, 2020     By:  

/s/ Michael R Zapata

      Name: Michael R Zapata
      Title:   President and Chief Executive Officer

 

EX-99.1

Exhibit 99.1

SCHMITT INDUSTRIES ANNOUNCES DELAY OF DELISTING AND DEREGISTRATION OF ITS COMMON STOCK

PORTLAND, OR, February 19, 2020 – Schmitt Industries, Inc. (NASDAQ: SMIT) (the “Company” or “Schmitt”) today announced it will delay the delisting and deregistration of its common stock (the “Common Stock”) from the NASDAQ Stock Market (“NASDAQ”). Accordingly, the Company has not filed a Form 25 with the Securities Exchange Commission and for the time being the Company’s Common Stock will continue to trade on NASDAQ. The temporary delay will allow the Company and Board of Directors to evaluate a shareholder value opportunity in regard to the delisting.

The Company has no agreement, understanding or commitment with respect to the shareholder value opportunity, which is at a very preliminary stage, and there can be no assurance that the Company will enter into an agreement relating to the transaction or as to the timing or the terms of such opportunity thereof. The Company does not intend to provide any additional updates until such time as it has either fully explored the shareholder opportunity or entered into a transaction. To the extent that the Company elects to proceed with delisting, it will provide shareholders and NASDAQ ten days notice of any intent to file a Form 25.

“We continue to be focused on the execution of our business and operations. This temporary delay in our delisting is to provide time to evaluate an opportunity to create additional value from our delisting and we do not expect it to impact our current delisting and deregistration plan,” commented Michael R. Zapata, Chairman and CEO.

Share Repurchases

To date, the Company has repurchased 25,297 shares, at an average price of $3.02 per share, under its previously announced $2 million share repurchase plan, which was done in accordance with a 10b5-1 plan.

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