Current Report Filing (8-k)
May 01 2020 - 6:31AM
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):
May 1, 2020
Continental Materials Corporation
(Exact Name of Registrant as Specified in
its Charter)
Delaware
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001-03834
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36-2274391
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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)
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File Number)
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Identification Number)
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440 S. LaSalle Drive, Suite 3100, Chicago,
IL 60605
(Address of Principal Executive Offices)
(Zip Code)
(312) 541-7200
(Registrant’s telephone number, including
area code)
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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o
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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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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 Stock - $0.25 par value
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CUO
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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 o
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. o
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 May 1, 2020, Continental Materials Corporation
(the “Company”), filed with the Securities and Exchange Commission (the “SEC”) a Form 25 Notification of
Removal from Listing in connection with its previously announced plan to voluntarily delist its Common Stock, $0.25 par value per
share (the “Common Stock”), from the NYSE American Stock Exchange (the “Exchange”). The Company expects
the delisting to be effective May 11, 2020, at which time the Common Stock will no longer be traded on the Exchange.
The Company currently anticipates that,
on or about May 11, 2020, it will file with the SEC a Form 15 to deregister its Common Stock under Section 12(g) of the Exchange
Act and suspend its reporting obligations under Section 15(d) of the Exchange Act, as the Common Stock is held by less than 300
stockholders of record.
The Company is taking these steps in order
to reduce legal, accounting and administrative costs associated with being an SEC reporting company, to reduce the specificity
of the financial information which the Company is required to disclose publicly in connection with its business segments, which
disclosure the Company believes has, at times in the past, been competitively disadvantageous to the Company, and to allow the
Company’s management to increase its focus on executing the Company’s strategic and business plan by reducing time
spent in complying with applicable SEC reporting requirements. In addition, the number of shares of Common Stock which are publicly
held (exclusive of holdings of officers, directors, controlling shareholders or other family or concentrated holdings) is less
than 200,000 as a result the tender offer made by Bee Street Holdings LLC which was completed at midnight at the end of April 17,
2020, and the Common Stock may consequently no longer be eligible for listing on the Exchange pursuant to Section 1003(b)(i)(A)
of the NYSE American Company Guide.
Item 7.01
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Regulation FD Disclosure.
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On May 1, 2020, the Company issued a press
release announcing the filing of a Form 25 to voluntarily delist its Common Stock from the Exchange and repeating its previous
announcement that it planned to file a Form 15 and to deregister its Common Stock under Section 12(g) of the Exchange Act and suspend
it SEC reporting obligations. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein.
The information, including the exhibit
hereto, furnished in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or
otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any filings made by the Company
under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in
such filing.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Continental Materials Corporation
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Date: May 1, 2020
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By:
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/s/ PAUL AINSWORTH
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Paul Ainsworth
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Chief Financial Officer
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