Current Report Filing (8-k)
March 15 2017 - 7:31AM
Edgar (US Regulatory)
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)
March 9, 2017
THE BON-TON STORES, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania
|
|
0-19517
|
|
23-2835229
|
(State or Other Jurisdiction
|
|
(Commission File
|
|
(IRS Employer
|
of Incorporation)
|
|
Number)
|
|
Identification No.)
|
2801 E. Market Street, York, Pennsylvania 17402
(Address of Principal Executive Offices)
717-757-7660
(Registrant’s Telephone Number, including Area Code)
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))
Item 3.01
|
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
|
On March 9, 2017, The Bon-Ton Stores, Inc. (the “Company”) received a staff
deficiency letter from The Nasdaq Stock Market (“Nasdaq”) notifying the Company that for the past 30 consecutive business
days prior to the date of the letter, the market value of “publicly held” shares of the Company was less than $15 million,
which does not meet the requirement for continued listing on The Nasdaq Global Select Market, as required by Nasdaq Listing Rule 5450(b)(3)(C)
(the “MVPHS Rule”). In accordance with Nasdaq Listing Rule 5810(c)(3)(D), Nasdaq has provided the Company with
180 calendar days, or until September 5, 2017, to regain compliance with the MVPHS Rule. If the Company regains compliance with
the MVPHS Rule, Nasdaq will provide written confirmation to the Company and close the matter.
This notification has no immediate effect on the Company’s listing on
the Nasdaq Global Select Market or on the trading of the Company’s common stock.
To regain compliance with the MVPHS Rule, the market value of the Company’s publicly
held shares must meet or exceed $15 million for a minimum of ten consecutive business days during the 180 day grace period.
If the Company does not regain compliance with the MVPHS Rule during this grace period, Nasdaq will provide written notice that
the Company’s common stock is subject to delisting from The Nasdaq Global Select l Market. In that event, the Company may
appeal such determination to a hearings panel.
The Company is presently evaluating possible courses of action to regain compliance with
the MVPHS Rule. If the Company does not regain compliance by September 5, 2017, or if the Company fails to satisfy another Nasdaq
requirement for continued listing, Nasdaq staff could provide notice that the Company’s common stock will become subject
to delisting. In such event, Nasdaq rules permit the Company to appeal any delisting determination to a Nasdaq Hearings Panel.
However, there can be no assurance that the Company will be able to regain compliance or that the Company will be able to maintain
its Nasdaq listing.
Cautionary Note Regarding Forward-Looking Statements
Certain information included in this Current Report on Form 8-K contains statements
that are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements,
which may be identified by words such as "may," "could," "will," "plan," "expect,"
"anticipate," "believe," "estimate," "project," "intend" or other similar expressions
and include the Company's fiscal 2017 guidance, involve important risks and uncertainties that could significantly affect results
in the future and, accordingly, such results may differ from those expressed in any forward-looking statements made by or on behalf
of the Company. Factors that could cause such differences include, but are not limited to: risks related to retail businesses generally;
a significant and prolonged deterioration of general economic conditions which could negatively impact the Company in a number
of ways, including the potential write-down of the current valuation of intangible assets and deferred taxes; risks related to
the Company's proprietary credit card program; potential increases in pension obligations; consumer spending patterns, debt levels,
and the availability and cost of consumer credit; additional competition from existing and new competitors or changes in the competitive
environment; inflation; deflation; changes in the costs of fuel and other energy and transportation costs; weather conditions that
could negatively impact sales; uncertainties associated with expanding or remodeling existing stores; the ability to attract and
retain qualified management; the dependence upon relationships with vendors and their factors; a data security breach or system
failure; the ability to reduce or control SG&A expenses, including initiatives to reduce expenses and improve efficiency; operational
disruptions; unsuccessful marketing initiatives; the ability to expand our capacity and improve efficiency through our new eCommerce
fulfillment center; changes in, or the failure to successfully implement, our key strategies, including initiatives to improve
our merchandising, marketing and operations; adverse outcomes in litigation; the incurrence of unplanned capital expenditures;
the ability to obtain financing to fund working capital, capital expenditures, losses and general corporate expenses; the impact
of regulatory requirements including the Health Care Reform Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act;
the inability or limitations on the Company's ability to favorably adjust the valuation allowance on deferred tax assets; and the
financial condition of mall operators. Additional factors that could cause the Company's actual results to differ from those contained
in these forward-looking statements are discussed in greater detail under Item 1A of the Company's Form 10-K filed with the Securities
and Exchange Commission.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
The Bon-Ton Stores, Inc.
|
|
|
|
|
|
By:
|
/s/ Nancy A. Walsh
|
|
|
Nancy A. Walsh
|
|
|
Executive Vice President—Chief Financial Officer
|
Dated: March 15, 2017