Current Report Filing (8-k)
July 31 2019 - 8:16AM
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): July 31, 2019
SCHMITT INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Oregon
|
|
000-23996
|
|
93-1151989
|
(State or other jurisdiction
of incorporation or organization)
|
|
(Commission
File Number)
|
|
(I.R.S. Employer
Identification Number)
|
|
|
|
2765 N.W. Nicolai Street
Portland, Oregon
|
|
97210-1818
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Registrants telephone number, including area code:
(503) 227-7908
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))
|
Securities registered pursuant to Section 12(b) of the Act:
|
|
|
|
|
Title of each class
|
|
Trading
Symbol(s)
|
|
Name of each exchange
on which registered
|
Common Stock no par value
Series A Junior Participating Preferred Stock Purchase Rights
|
|
SMIT
|
|
NASDAQ Capital Market
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (17 CFR §230.405) or Rule
12b-2
of the Securities Exchange Act of 1934 (17 CFR
§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. ☐
Item 2.02 Results of Operations and Financial Condition.
On July 31, 2019, Schmitt Industries, Inc. issued a press release entitled Schmitt Industries Announces Fiscal 2019 Operating Results. A copy
of the press release is furnished as Exhibit 99.1 to this report.
The information contained in this Current Report shall not be deemed filed
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be
expressly set forth by specific reference in such a filing.
Item 8.01 Other Events.
As previously reported in a Current Report on Form
8-K
filed with the Securities and Exchange Commission (the
Commission) on December 20, 2018, Nasdaq issued a letter to Schmitt Industries, Inc. (the Registrant), dated December 18, 2018, stating that the Registrant was not in compliance with Nasdaq Listing Rule 5605 as a
result of Mr. Michael J. Ellsworths retirement from the Registrants Board of Directors (the Board) and all committees of the Board including the Audit Committee.
As previously reported in a Current Report on Form
8-K
filed with the Commission on June 26, 2019, effective
June 21, 2019, the Board appointed Steven Strom to the Board. Mr. Strom was appointed to serve on the Boards Audit, Compensation and Nominating Committees.
On July 29, 2019, Nasdaq issued a letter to the Registrant confirming that with the appointment of Steven Strom to the Board, the Registrant has gained
compliance with Nasdaq Listing Rules 5605(b)(1) and 5605(c)(2).
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
Forward Looking Statements
This document may contain forward-looking statements made pursuant to the Private Securities Litigation Reform Act of 1995. These statements are not guarantees
of future performance and involve risks and uncertainties that are difficult to predict. Actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors. A complete
discussion of the risks and uncertainties that may affect Schmitts business, including the business of its subsidiary, is included in Risk Factors in the Companys most recent Annual Report on Form
10-K
as filed by the Company with the Securities and Exchange Commission.
For further information regarding risks and
uncertainties associated with the Companys business, please refer to Schmitts SEC filings, including, but not limited to, its Forms
10-K,
10-Q
and
8-K.
The forward-looking statements in this release speak only as of the date on which they were made, and the Company
does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this release, or for changes to this document made by wire services or internet service providers.
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.
|
|
|
|
|
|
|
|
|
|
|
SCHMITT INDUSTRIES, INC.
|
|
|
|
|
July 31, 2019
|
|
|
|
By:
|
|
/s/ Ann M Ferguson
|
|
|
|
|
|
|
Name: Ann M Ferguson
|
|
|
|
|
|
|
Title: Chief Financial Officer and Treasurer
|
Schmitt Industries (NASDAQ:SMIT)
Historical Stock Chart
From Mar 2024 to Apr 2024
Schmitt Industries (NASDAQ:SMIT)
Historical Stock Chart
From Apr 2023 to Apr 2024