Current Report Filing (8-k)
September 12 2019 - 4:06PM
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):
September 12, 2019
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RF
INDUSTRIES, LTD.
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(Exact name of registrant as specified in its charter)
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Nevada
(State or Other Jurisdiction
of Incorporation)
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0-13301
(Commission File Number)
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88-0168936
(I.R.S. Employer
Identification No.)
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7610 Miramar Road, Bldg. 6000
San Diego, California 92126-4202
(Address of Principal Executive Offices)
(858) 549-6340
(Registrant’s Telephone Number)
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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¨
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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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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(s)
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Name of each exchange on which registered
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Common Stock, $0.01 par value per share
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RFIL
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NASDAQ Global Market
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act
of 1934 (§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. ¨
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Item 2.02
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Results of Operations and Financial Condition.
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On September 12, 2019, RF Industries, Ltd.
(the “Company”) issued a press release announcing information regarding the Company’s financial results for the
third quarter of fiscal 2019 and the nine month period ended July 31, 2019. A copy of the press release is attached to this Form
8-K as Exhibit 99.1 and is incorporated herein by reference.
The information furnished under this Item
2.02, including the accompanying Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of
the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of such section, nor
shall such information be deemed to be incorporated by reference in any subsequent filing by the Company under the Securities Act
of 1933 or the Exchange Act, regardless of the general incorporation language of such filing, except as specifically stated in
such filing.
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Item 7.01
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Regulation FD Disclosure.
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The Company from time to time makes presentations
at conferences and to analysts, current stockholders, potential investors and others, and has prepared presentation materials that
the Company intends to use in this regard. A copy of the presentation materials to be used is furnished as Exhibit 99.2 to this
Current Report on Form 8-K and is incorporated herein by reference.
The information contained in this Item 7.01
and in Exhibit 99.2 furnished herewith shall not be deemed “filed” for purposes of Section 18 of the Exchange Act,
or otherwise subject to the liabilities under Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference
into any filings made by the Company under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth
by specific reference in such a filing. The furnishing of this information will not be deemed an admission as to the materiality
of any information contained herein.
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Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits.
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.
September 12, 2019
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By:
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/s/ Robert Dawson
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Robert Dawson
President and Chief Executive Officer
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