Current Report Filing (8-k)
November 27 2019 - 4:27PM
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): November 27, 2019
SCHMITT INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
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Oregon
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001-38964
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93-1151989
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(State or other jurisdiction
of incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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2765 N.W. Nicolai Street
Portland, Oregon
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97210-1818
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
(503) 227-7908
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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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:
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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 no par value
Series A Junior Participating Preferred Stock Purchase Rights
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SMIT
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NASDAQ Capital Market
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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 (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. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On November 22, 2019, Schmitt Industries, Inc. (Schmitt or the Company) entered into a Transition Services Agreement
(TSA), whereby Tosei America, Inc. and Tosei Engineering Corp. (collectively, Tosei) and Schmitt will render critical operational services to one another for up to one year. Tosei and Schmitt will bill for services rendered
based a formula whereby the percentage of each employees time spent on performing operational services for the other party is multiplied by that employees compensation.
On November 22, 2019, Tosei America, Inc. entered into a 10-year triple net lease of Schmitts 28th Avenue manufacturing facility. Base rent for the first twelve months will be approximately $23 thousand a month.
The foregoing descriptions of the TSA and the lease agreement do not purport to be complete and are qualified in their entirety by reference to the TSA and
the lease agreement which are incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On November 22, 2019, Schmitt completed the previously announced sale of its Schmitt Dynamic Balance Systems (SBS) business line to Tosei, for
a purchase price of $10.5 million in cash.
Schmitt previously reported the definitive agreement to sell SBS to Tosei in the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 11, 2019.
Item 8.01 Other Events.
On November 27, 2019, Schmitt issued a press release in connection with the foregoing. A copy of the press release is attached hereto as Exhibit
99.3 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(b) Pro forma financial information.
The unaudited pro
forma consolidated financial information of Schmitt, giving effect to the Transaction, as of August 31, 2019 and for the three months then ended, and for the fiscal years ended May 31, 2019 and 2018, is filed as Exhibit 99.4 to this
Current Report on Form 8-K and is incorporated herein by reference.
(d) Exhibits
SIGNATURES
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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SCHMITT INDUSTRIES, INC.
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November 27, 2019
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By:
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/s/ Regina Walker
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Name: Regina Walker
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Title: Chief Financial Officer and Treasurer
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