Current Report Filing (8-k)
AND EXCHANGE COMMISSION
to Section 13 OR 15(d) of the Securities Exchange Act of
of Report (Date of earliest event reported): March 30,
FILE NUMBER: 0-17529
EMPLOYER IDENTIFICATION NO. 59-2935476
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
Soliciting material pursuant to Rule 14a- 12 under the Securities
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Pre-commencement communications pursuant to Rule 14e-4(c) under the
registered pursuant to Section 12(b) of the Act: None.
of Each Class
of Each Exchange on Which Registered
by check mark whether the registrant is an emerging growth company
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).
growth company [ ]
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.
8.01 Other Events.
On March 4, 2020, the U.S. Securities and Exchange Commission (the
“Commission”) issued an order under Section 36 (Release No.
34-88318) of the Securities Exchange Act of 1934 (“Exchange Act”)
granting exemptions from specified provisions of the Exchange Act
and certain rules thereunder (the “Order”). The Order provides that
a registrant (as defined in Exchange Act Rule 12b-2) subject to the
reporting requirements of Exchange Act Section 13(a) or 15(d), and
any person required to make any filings with respect to such a
registrant, is exempt from any requirement to file or furnish
materials with the Commission under Exchange Act Sections 13(a),
13(f), 13(g), 14(a), 14(c), 14(f), 15(d) and Regulations 13A,
Regulation 13D-G (except for those provisions mandating the filing
of Schedule 13D or amendments to Schedule 13D), 14A, 14C and 15D,
and Exchange Act Rules 13f-1, and 14f-1, as applicable, where
certain conditions are satisfied.
Company is furnishing this Current Report on Form 8-K to indicate
its reliance on the Order in connection with the Company’s Annual
Report on Form 10-K for the year ended December 31, 2019 as a
result of the circumstances set forth below.
result of the travel and work restrictions and financial problems
stemming from the COVID-19 pandemic, the Company is unable to meet
with and obtain the personnel and other resources it needs
to compile all information
for the financial statements and related disclosures required to be
incorporated into its Form 10-K for the period ended December
31,2019 and to file a timely and accurate Annual Report on Form
10-K for the year ended December 31, 2019 by the prescribed date without undue
hardship and expense to the Company. In addition, the Company may
be supplementing its Form 10-K disclosures with certain risk
factors due to the pandemic which are highly uncertain and cannot
be predicted at this point.
in reliance upon the Order, the Company intends to file its Annual Report
on Form 10-K approximately 45 days after March 30,
to the requirement 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.
Deborah A. Vitale
March 30, 2020