Current Report Filing (8-k)
September 05 2018 - 9:00AM
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 31, 2018
Xcerra Corporation
(Exact name of Registrant as specified in its charter)
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Massachusetts
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000-10761
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04-2594045
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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825 University Avenue
Norwood, MA 02062
(Address of principal executive offices)
(781)
461-1000
(Registrants telephone number, including area code)
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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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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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 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard
On August 31, 2018, Xcerra Corporation (the Company) received written notice from the Listing Qualifications Staff of The
NASDAQ Stock Market (Nasdaq) notifying the Company that it no longer complies with Nasdaq Listing Rule 5620(a) due to the Companys failure to hold an annual meeting of shareholders within twelve months of the end of the
Companys fiscal year ended July 31, 2017 (the Annual Meeting Requirement). The Company delayed holding its 2018 annual meeting of shareholders because of (i) the contemplated and since withdrawn business combination with
Unic Capital Management Co. Ltd. which was submitted to the Companys shareholders for a vote at a special meeting of shareholders held on October 12, 2017 and (ii) the contemplated business combination with Cohu, Inc. and Xavier
Acquisition Corporation that was submitted to the Companys shareholders for a vote, and approved by shareholders, at a special meeting of shareholders held on August 30, 2018.
Nasdaqs notice has no immediate effect on the listing of the Companys common stock on the Nasdaq Global Select Market. Under
Nasdaq Listing Rule 5810(c)(2)(G), the Company has 45 calendar days from August 31, 2018, to submit to Nasdaq a plan to regain compliance with the Annual Meeting Requirement. If Nasdaq accepts the Companys plan, Nasdaq may grant an
extension of up to 180 calendar days from July 31, 2018, the date of the Companys fiscal year end for its last fiscal year, or January 27, 2019, to regain compliance. If Nasdaq does not accept the Companys plan, the Company
will have the right to appeal such decision to a Nasdaq hearings panel.
The Company expects its business combination with Cohu to be
complete prior to the above-mentioned
45-day
deadline. If the transaction has not closed by such time, the Company intends to submit to Nasdaq, within the requisite period, a plan to regain compliance with the
Annual Meeting Requirement. There can be no assurance that Nasdaq will accept the Companys plan or that the Company will be able to regain compliance with the Annual Meeting Requirement or maintain compliance with any other Nasdaq requirement
in the future.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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XCERRA CORPORATION
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Date: September 5, 2018
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By:
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/s/ David G. Tacelli
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Name:
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David G. Tacelli
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Title:
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President and Chief Executive Officer
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