Current Report Filing (8-k)
April 07 2017 - 4:07PM
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): April 3, 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
(Registrants telephone number, including area 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 obligations 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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☐
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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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Item 8.01
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
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On
April 3, 2017, Citizens, Inc. (the Company) received an expected notice from the New York Stock Exchange (the NYSE) indicating that the Company is not in compliance with the NYSEs continued listing requirements
under the timely filing criteria outlined in Section 802.01E of the NYSE Listed Company Manual due to the delay in filing the Companys Annual Report on
Form 10-K
for the fiscal year ended
December 31, 2016 (the 2016 Form
10-K).
As previously disclosed, the Company reported in a Form
12b-25
filed with the Securities and Exchange Commission (SEC) on March 17, 2017 that it was unable to file its 2016 Form
10-K
within the prescribed time
period without unreasonable effort or expense. On March 31, 2017, the Company filed a Current Report on Form
8-K
with the SEC to disclose that it was unable to file its 2016
Form 10-K
by the extended filing deadline of March 31, 2017 because the Companys independent registered public accounting firm required additional time to complete the signoff of its audit of
the Companys 2016 financial statements and review of the 2016
Form 10-K.
In accordance with NYSE
rules, the Company has contacted the NYSE to discuss the status of the 2016 Form
10-K
and issued a press release on April 7, 2017 pertaining to the late filing, which has been included as Exhibit 99.1 to
this Form
8-K.
The Company intends to file its 2016 Form
10-K
as promptly as possible after its independent registered public accounting firm has completed its review
and signoff.
The NYSE informed the Company that under NYSE rules, the Company has six months from the due date to file its 2016 Form
10-K
with the SEC. If the Company fails to file the late report and all other periodic reports with subsequent due dates within six months of the filing due date of the late report, the NYSE may, in its sole
discretion, allow the Companys securities to remain listed for up to an additional six months depending on certain circumstances. The Company may regain compliance with the NYSE listing standards at any time prior to such date by filing its
2016 Form
10-K
with the SEC. The NYSE notice also reserves the right of the NYSE to commence delisting proceedings at any time if circumstances warrant.
Cautionary Statement Regarding ForwardLooking Statements
This report contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements reflect the Companys
current beliefs, assumptions and expectations regarding future events, which are based on information currently available to us. Forward-looking statements can generally be identified by words such as may, will,
plan, expect, project, intend, estimate, anticipate, believe and continue 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.
The forward-looking statements may involve risks, uncertainties and other factors that could cause actual results
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 discussion of important risk factors.
Forward-looking statements speak only as of the date on which they are made. 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.
Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
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99.1
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Press Release, date April 7, 2017.
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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: April 7, 2017
EXHIBIT INDEX
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Exhibit
No.
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Description
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99.1
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Press Release, dated April 7, 2017.
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