Current Report Filing (8-k)
November 12 2019 - 4:25PM
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
November
12, 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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4201
Congress Street, Suite 175
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Charlotte,
North Carolina
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28209
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(Address
of principal executive offices)
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(Zip
Code)
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(704)
994-8279
(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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Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class
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Trading
Symbol(s)
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Name
of Each Exchange
on Which Registered
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Common
Shares, $.01 par value
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BTN
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NYSE
American
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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 Regulation FD Disclosure
On
November 12, 2019, management of Ballantyne Strong, Inc. (the “Company”) discussed the Company’s financial results
for the third quarter ended September 30, 2019 and the Company’s 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 which involve a number of risks and uncertainties, including but not limited to those discussed in the “Risk
Factors” section contained in Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2018 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 maintain its brand and reputation and 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 (including tariffs), risks of non-compliance with U.S. and foreign laws
and regulations, potential sales tax collections and claims for uncollected amounts, 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 utilize or
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. Financial Statements and Exhibits.
(d)
Exhibits.
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:
November 12, 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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Executive
Vice President and Chief Financial Officer
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