Current Report Filing (8-k)
August 24 2015 - 4:39PM
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): August 18, 2015
CAMPUS
CREST COMMUNITIES, INC.
(Exact Name of Registrant as Specified
in Its Charter)
Maryland |
001-34872 |
27-2481988 |
(State or other jurisdiction |
(Commission File Number) |
(IRS Employer |
of incorporation or organization) |
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Identification No.) |
2100 Rexford Road, Suite 414 |
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Charlotte, North Carolina |
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28211 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number,
including area code: (704) 496-2500
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) |
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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)) |
Item 3.01 Notice of Delisting or Failure
to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
Campus Crest Communities, Inc. (the “Company”)
disclosed in a Form 12b-25 filed with the Securities and Exchange Commission (the “SEC”) on August 11, 2015 (the “Form
12b-25”) that it is unable to timely file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2015. The Company
and certain of its affiliates recently completed (effective January 30, 2015) certain acquisitions pursuant to the Company’s
purchase and sale agreement, as amended, with the former members of Copper Beech Townhome Communities, LLC and Copper Beech Townhome
Communities (PA), LLC (together “Copper Beech”). Due to the significance and complexity of this transaction, most notably
the need to account for these interests as joint ventures through the closing date and as a combination of joint ventures and wholly-owned
interests for the balance of the quarter, the Company required additional time to complete the consolidation for the previous quarter.
The extensive effort required to complete the Company’s Form 10-K for the year ended December 31, 2014 and the Quarterly
Report on Form 10-Q for the quarter ended March 31, 2015 disrupted the normal timing for closing the books for the quarter ended
June 30, 2015. For additional information, please see the Form 12b-25 filed on August 11, 2015.
The New York Stock Exchange (the "NYSE")
provided formal notification to the Company on August 18, 2015 that it is not currently in compliance with the NYSE's continued
listing requirements under the timely filing criteria set forth in Section 802.01E of the NYSE Listed Company Manual. Such notices
are routinely issued by the NYSE in situations when there are late filings with the SEC.
Under NYSE rules, the Company has six months
from August 17, 2015, subject to ongoing evaluation, to file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2015.
Until the Company files its Quarterly Report, the Company expects that its common stock, which is listed on the NYSE under the
symbol "CCG," will be assigned an "LF" indicator to signify late filing status. The Company can regain compliance
with the NYSE listing standards at any time during this six-month period once it files its Quarterly Report on Form 10-Q for the
quarter ended June 30, 2015 with the SEC. If the Company fails to file its quarterly report within such six-month period, the NYSE
may, in its sole discretion, allow the Company’s common stock to trade for up to an additional six months depending on specific
circumstances as outlined in the rule. It is expected that the Company would need to submit an official request to the NYSE for
the NYSE’s consideration at the appropriate time.
While the Company is working diligently to
complete the Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 and currently expects to complete and file the Quarterly
Report on Form 10-Q for the quarter ended June 30, 2015 within six months of its due date, no assurance can be given that the Quarterly
Report on Form 10-Q for the quarter ended June 30, 2015 will be filed within such period, or that the NYSE would allow the Company’s
securities to trade for up to an additional six months.
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.
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CAMPUS
CREST COMMUNITIES, INC. |
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By: |
/s/ Scott R. Rochon |
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Scott R. Rochon |
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Chief Accounting Officer |
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Dated: August 24, 2015 |
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