Current Report Filing (8-k)
March 11 2019 - 9:01AM
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
March
11, 2019
Date
of Report (Date of earliest event reported)
BALLANTYNE
STRONG, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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1-13906
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47-0587703
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(State
or other jurisdiction of
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(Commission
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(IRS
Employer
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incorporation
or organization)
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File
No.)
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Identification
Number)
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11422
Miracle Hills Drive, Suite 300
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Omaha,
Nebraska
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68154
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(Address
of principal executive offices)
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(Zip
Code)
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(402)
453-4444
(Registrant’s
telephone number including area code)
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 (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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[ ]
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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
7.01
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Regulation
FD Disclosure.
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On
March 11, 2019, our management discussed our financial results for the fourth quarter and full year ended December 31, 2018 and
our business plan, strategy and outlook on an earnings conference call with analysts and investors. A transcript of the conference
call is furnished herewith as Exhibit 99.1.
The
information contained in Item 7.01 to this Current Report on Form 8-K, including the exhibit, is being “furnished”
and, as such, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated
by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set
forth by specific reference in such filing.
Forward-Looking Statements
Except for the
historical information, this Current Report on Form 8-K and the exhibit to this Current Report on Form 8-K include forward-looking
statements that involve a number of risks and uncertainties, including but not limited to those discussed in the “Risk Factors”
section contained in our latest Annual Report on Form 10-K and Quarterly Reports on Forms 10-Q and the following risks and uncertainties:
the Company’s ability to expand its revenue streams, potential interruptions of supplier relationships or higher prices
charged by suppliers, the Company’s ability to successfully compete and introduce enhancements and new features that achieve
market acceptance and that keep pace with technological developments, the Company’s ability to successfully execute its
capital allocation strategy, the Company’s ability to retain or replace its significant customers, the impact of a challenging
global economic environment or a downturn in the markets, economic and political risks of selling products in foreign countries,
risks of non-compliance with U.S. and foreign laws and regulations, cybersecurity risks and risks of damage and interruptions
of information technology systems, the Company’s ability to retain key members of management and successfully integrate
new executives, the Company’s ability to complete acquisitions, strategic investments, entry into new lines of business,
divestitures, mergers or other transactions on acceptable terms or at all, the Company’s ability to assert its intellectual
property rights, the impact of natural disasters and other catastrophic events, the adequacy of insurance and the impact of having
a controlling stockholder. Given the risks and uncertainties, readers should not place undue reliance on any forward-looking statement
and should recognize that the statements are predictions of future results which may not occur as anticipated. Actual results
could differ materially from those anticipated in the forward-looking statements and from historical results, due to the risks
and uncertainties described herein, as well as others not now anticipated. New risk factors emerge from time to time and it is
not possible for management to predict all such risk factors, nor can it assess the impact of all such factors on our business
or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained
in any forward-looking statements. Except where required by law, the Company assumes no obligation to update forward-looking statements
to reflect actual results or changes in factors or assumptions affecting such forward-looking statements.
Item
9.01
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Financial
Statements and Exhibits.
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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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BALLANTYNE
STRONG, INC.
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Date:
March 11, 2019
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By:
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/s/
Mark D. Roberson
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Mark
D. Roberson
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Senior
Vice President, Chief Financial Officer
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