Current Report Filing (8-k)
January 22 2019 - 6:03AM
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)
January 15, 2019
Technical Communications Corporation
(Exact name of registrant as specified in its charter)
Massachusetts
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001-34816
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04-2295040
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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100 Domino Drive, Concord, MA
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01742
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code
(978) 287-5100
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))
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. [ ]
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Item 3.01
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of
Listing.
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On January 16, 2019, Technical Communications
Corporation (the “Company”) received notice from the Nasdaq Listing Qualifications department of the Nasdaq Stock Market
(“Nasdaq”) that, because the Company had not yet filed its Annual Report on Form 10-K for the fiscal year ended September
29, 2018 (the “Filing”), the Company no longer complied with Nasdaq continued listing Rule 5250(c)(1), which rule requires
companies with securities listed on Nasdaq to timely file all required periodic reports with the U.S. Securities and Exchange Commission.
Pursuant to such notice, the Company will have 60 calendar days to submit a plan to Nasdaq to regain compliance; if the plan is
accepted, Nasdaq can grant an exception of up to 180 days from the due date of the Filing, or until July 15, 2019, to regain compliance.
The Company’s failure to timely file the
Filing is primarily due to certain changes to the Company’s revenue recognition which has impacted the filing of both its
2018 Form 10-K and related financial statements and the reliance on certain previously issued financial statements, as described
under Item 4.02 below. The Company will complete the required filings as soon as practical after the current and former independent
registered public accounting firms review and complete the audits of such financial statements. The Company is currently working
with its current and former independent registered public accounting firms to complete such audits and restatements, and will provide
information to Nasdaq in its plan to regain compliance as to the expected filing date of the Filing, although at this time the
Company does not have an estimate as to the date such Filing will be made.
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Item 4.02
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Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed
Interim Review.
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On January 15, 2019, the Audit Committee of
the Board of Directors of the Company, based on the recommendation of management and after consultation with the Company's current
and former independent registered public accounting firms, concluded that certain previously issued financial statements and the
audit report of the financial statements for the year ended September 30, 2017, dated December 29, 2017, should no longer be relied
upon. Specifically, the Company believes that, based on information available to date, it will restate its financial statements
for the quarter ended July 1, 2017 and fiscal year ended September 30, 2017 in connection with the correction of an error related
to the Company’s application of its revenue recognition policy as identified by the Company’s current auditors. The
Company also intends to restate and amend its financial statements for the quarterly periods, during its 2018 fiscal year, ended
December 30, 2017, March 31, 2018 and June 30, 2018 in connection with, but not limited to, the correction of an error in its application
of its revenue recognition policy, as well as corrections in its inventory reserve and certain accrual calculations. In addition,
financial results for the quarter and year ended September 29, 2018, as announced by the Company in its Current Report on Form
8-K as filed with the U.S. Securities and Exchange Commission on December 10, 2018, should no longer be relied upon, as the Company
expects these corrections to impact results for those periods as well. The Company is currently working on these restatements and
amendments for the previously mentioned financial statements. At this time, the Company does not have an estimate of when all efforts
will be completed and when their Form 10-K for the fiscal year ended September 29, 2018, as well as other amended and restated
reports, will be filed.
The Company believes that the restatements will
have no impact on total revenue recognized or to be recognized over the term of the service contract that is currently in effect.
Furthermore, the Company believes, based on information available to date, that the restatements will have no impact on the timing
or magnitude of cash flows from operations.
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Item 9.01
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Financial Statements and Exhibits.
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a.
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Financial statements
of businesses acquired.
Not applicable.
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b.
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Pro forma financial information.
Not applicable.
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c.
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Shell company transactions.
Not applicable.
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d.
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Exhibits.
Not applicable.
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SIGNATURE
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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Technical Communications Corporation
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Date: January 18, 2019
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By:
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/s/ Carl H. Guild, Jr.
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Carl H. Guild, Jr.
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President and Chief Executive Officer
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