Current Report Filing (8-k)
March 08 2021 - 5:29PM
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
2, 2021
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
2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
On
March 2, 2021, Ballantyne Strong, Inc. (the “Company”) received a notice of default and demand (the “Default
Notice”) from Huntington Technology Finance, Inc. (“Huntington”). The Default Notice alleges the occurrence
of an event of default under the terms of the Master Equipment Lease Agreement dated May 19, 2017 (the “Agreement”)
pursuant to which the Company’s subsidiaries lease certain digital taxi top advertising signs. The present value of the
obligations under the Agreement are included on the Company’s consolidated balance sheets under the caption “finance
lease obligations.”
The Company has
made all required payments to Huntington during the term of the Agreement and is continuing to make monthly payments on a
timely basis. The Default Notice does not allege
that the Company or its subsidiaries have failed to make any payment or incurred any economic or payment default. Rather, the
Default Notice alleges that the Company or its subsidiaries violated certain technical covenants in the Agreement. Huntington
has demanded accelerated payment of the outstanding principal balance plus lessor profit and a fair market value buyout of
the assets under lease within ten days of the receipt of the Default Notice.
The
Company disputes Huntington’s assertion that an event of default has occurred under the Agreement and believes that many
of the assertions made in the Default Notice are false and that the claims made in the Default Notice are therefore baseless.
Accordingly, on March 3, 2021, the Company provided a written response to Huntington detailing the Company’s position that
Huntington’s allegations of an event of default under the Agreement are unfounded, asserting the Company’s good faith
belief that the Company and its subsidiaries have abided by the terms, conditions and covenants of the Agreement.
The
Company and its subsidiaries believes that no event of default has occurred and are continuing to make timely payments under
the Agreement and intends to vigorously defend their position, although there can be no assurance that any such actions,
if taken, will be successful.
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 8, 2021
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By:
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/s/
Todd R. Major
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Todd
R. Major
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Chief
Financial Officer
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