Current Report Filing (8-k)
September 14 2018 - 5:40PM
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 14, 2018
SCHMITT INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
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Oregon
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000-23996
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93-1151989
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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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2765 N.W. Nicolai Street
Portland, Oregon
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97210-1818
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(Address of principal executive offices)
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(Zip Code)
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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:
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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)
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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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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 (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 8.01 Other Events.
On September 14, 2018, David W. Case, the President and Chief Executive Officer of Schmitt Industries, Inc. (the Registrant), issued a letter
to the shareholders of the Registrant.
A copy of the letter is furnished as Exhibit 99.1 to this report.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
Forward Looking Statements
Certain statements in the letter provided in the Exhibit, including but not limited to remarks by David W. Case, are forward-looking statements.
These statements are based upon current expectations, estimates and projections about the Companys business that are based, in part, on assumptions made by management. 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, including, but not limited to, general economic
conditions and global financial concerns, the volatility of the Companys primary markets, efforts to accelerate growth in sales of the Xact
®
tank monitoring systems and the ability to
satisfy expected demand, the ability to develop new products to satisfy changes in consumer demands, the intensity of competition, the effect on production time and overall costs of products if any of our primary suppliers are lost or if a primary
supplier increases the prices of raw materials or components, the ability to ramp up manufacturing to satisfy increasing demand, maintenance of a significant investment in inventories in anticipation of future sales, existing cash levels which may
not be sufficient to fund future growth, the ability to obtain financing if needed to fund operations or growth through commercial loans or capital fund raising at terms acceptable to the Company and its shareholders, fluctuations in quarterly and
annual operating results, attracting and retaining key management and qualified technical and sales personnel, changes in effective tax rates, the ability to reduce operating costs if sales decline, increased costs due to changes in securities laws
and regulations, protection of intellectual property rights, and risks from international sales and currency fluctuations.
For further information
regarding risks and uncertainties associated with the Companys business, please refer to the Companys SEC filings, including, but not limited to, its Forms
10-K,
10-Q
and
8-K.
The forward-looking statements in the letter provided in
the Exhibit 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.
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SCHMITT INDUSTRIES, INC.
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September 14, 2018
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By:
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/s/ Ann M Ferguson
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Name: Ann M Ferguson
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Title: Chief Financial Officer and Treasurer
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