Current Report Filing (8-k)
April 28 2020 - 4:05PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 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)
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April 28, 2020
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ESCALADE,
INCORPORATED
(Exact Name of Registrant as Specified
in Its Charter)
Indiana
(State
or Other Jurisdiction of Incorporation)
0-6966
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13-2739290
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(Commission
File Number)
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(IRS
Employer Identification No.)
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817
Maxwell Avenue, Evansville, Indiana
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47711
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(812)
467-1358
(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 (see General Instruction A.2. below):
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¨
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Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
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¨
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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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¨
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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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Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol
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Name
of Exchange on which registered
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Common
Stock, No Par Value
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ESCA
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The
NASDAQ Stock Market LLC
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Indicate
by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act
of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 7.01
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Regulation FD Disclosure.
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On
April 28, 2020, Escalade, Incorporated (the “Company”) issued a press release regarding the matter described in Item
8.01. A copy of the Company’s press release is being furnished as Exhibit 99.1 to this Form 8-K. Exhibit 99.1 is being furnished
pursuant to this Item 7.01 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and
shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange
Act regardless of any general incorporation language in such filing.
On
April 28, 2020, the Company repaid the $5.6275 million loan received pursuant to the Paycheck Protection Program.
Forward-Looking Statements
This report contains forward-looking statements
relating to present or future trends or factors that are subject to risks and uncertainties. These risks include, but are not
limited to: specific and overall impacts of the COVID-19 global pandemic on Escalade’s financial condition and results of
operations; Escalade’s plans and expectations surrounding the transition to its new Chief Executive Officer and all potential
related effects and consequences; the impact of competitive products and pricing; product demand and market acceptance; new product
development; Escalade’s ability to achieve its business objectives, especially with respect to its Sporting Goods business
on which it has chosen to focus; Escalade’s ability to successfully achieve the anticipated results of strategic transactions,
including the integration of the operations of acquired assets and businesses and of divestitures or discontinuances of certain
operations, assets, brands, and products; the continuation and development of key customer, supplier, licensing and other business
relationships; the ability to successfully negotiate the shifting retail environment and changes in consumer buying habits; the
financial health of our customers; disruptions or delays in our business operations, including without limitation disruptions
or delays in our supply chain, arising from political unrest, war, labor strikes, natural disasters, public health crises such
as the coronavirus pandemic, and other events and circumstances beyond our control; Escalade’s ability to control costs;
Escalade’s ability to successfully implement actions to lessen the potential impacts of tariffs and other trade restrictions
applicable to our products and raw materials, including impacts on the costs of producing our goods, importing products and materials
into our markets for sale, and on the pricing of our products; general economic conditions; fluctuation in operating results;
changes in foreign currency exchange rates; changes in the securities markets; Escalade’s ability to obtain financing and
to maintain compliance with the terms of such financing; the availability, integration and effective operation of information
systems and other technology, and the potential interruption of such systems or technology; risks related to data security of
privacy breaches; and other risks detailed from time to time in Escalade’s filings with the Securities and Exchange Commission.
Escalade’s future financial performance could differ materially from the expectations of management contained herein. Escalade
undertakes no obligation to release revisions to these forward-looking statements after the date of this report.
Item 9.01
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Financial Statements and Exhibits
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, Escalade, Incorporated has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
Date: April 28, 2020
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ESCALADE, INCORPORATED
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By:
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/s/ STEPHEN R. WAWRIN
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Stephen R. Wawrin, Vice President and Chief Financial Officer
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