Current Report Filing (8-k)
March 31 2017 - 5:02PM
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 31, 2017
CITIZENS, INC.
(Exact name of registrant as specified in its charter)
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COLORADO
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0-16509
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84-0755371
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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400 East Anderson Lane
Austin, Texas 78752
(Address of principal executive offices) (Zip Code)
(512)
837-7100
(Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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TABLE OF CONTENTS
On March 17, 2017, Citizens, Inc. (the Company) filed a Form
12b-25,
or NT
10-K,
with the U.S. Securities and Exchange Commission (SEC) to extend the filing deadline for its Annual Report on Form
10-K
for the year ended December 31, 2016 (2016 Form
10-K)
by the 15 calendar days allotted under Rule
12b-25.
At that
time, the Company indicated that it expected to file its 2016 Form
10-K
on or before the extended deadline of March 31, 2017.
On March 29, 2017, the Companys independent registered public accounting firm notified the Companys senior management and Audit Committee
that it required additional time to complete its signoff of its audit of the Companys financial statements and its review of the Companys 2016 Form
10-K.
Due to this continuing review, the Company
is unable to file its 2016 Form
10-K
by the extended filing deadline of March 31, 2017 provided by Rule
12b-25
but intends to complete the filing as promptly as
possible thereafter. As indicated below in Part IV Other Information of the amended Form
12b-25,
or NT 10-K, filed on March 17, 2017, the Company does not anticipate significant changes in results
of operations in its 2016 Form
10-K
from the corresponding period of the last fiscal year. The Company continues to believe that is the case.
Cautionary Statement Regarding ForwardLooking Statements
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. This Form
8-K
and any other written or oral statements made by or on behalf of the Company may include forward-looking statements that reflect the Companys current views with respect to future events and financial
performance. All statements other than statements of historical fact included in this Form
8-K
are forward-looking statements. Forward-looking statements can generally be identified by the use of
forward-looking terminology such as may, will, plan, expect, project, intend, estimate, anticipate, believe and continue or their
negative or variations or similar terminology. Such forward-looking statements in this report include the anticipated timing of the filing of the Companys 2016 Form 10-K and the expectation that there will be no significant changes in results
of operations from the corresponding period for the last fiscal year. All forward-looking statements address matters that involve risks and uncertainties. Accordingly, there may be important factors that could cause the actual results of the Company
to differ materially from those indicated in these statements. Please refer to the Companys filings with the SEC, including among others the Companys Annual Report on Form
10-K
for the year ended
December 31, 2015 and subsequent filings on Form
10-Q,
for a description of the important factors that could cause the actual results of the Company to differ materially from those indicated in these
statements. Forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments
or otherwise.
SIGNATURE
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.
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CITIZENS, INC.
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By:
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/s/ Geoffrey Kolander
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Geoffrey Kolander, CEO
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Date: March 31, 2017
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