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): April 29, 2020

 

SPAR Group, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

(State or Other Jurisdiction

of Incorporation)

0-27408 

(Commission

File No.)

33-0684451

(IRS Employer

Identification No.)

 

333 Westchester Avenue, South Building, Suite 204, White Plains, NY

10604

(Address of Principal Executive Offices)

(Zip Code)

 

Registrant's telephone number, including area code: (248) 364-7727

(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:

☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock, $0.01 par value

 

SGRP

 

The Nasdaq Stock Market LLC

 

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 8.01      Other Events

 

Spar Group, Inc. (the “Company”) is unable to file its Definitive Proxy Statement (the “Proxy Statement”) in connection with its 2020 Annual Meeting of Stockholders, including the information omitted from the Company’s 2019 Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on April 14, 2020, pursuant to General Instruction G(3) of Form 10-K (the “Part III Information”), which the Company expected to include in the Proxy Statement by the original deadline of April 29, 2020. However, due to the outbreak of, and local, state, and federal governmental responses to, and related circumstances arising from, the COVID-19 pandemic, the Company’s internal team, auditors, accountants, and other advisors whose input is required before filing the Proxy Statement, have all needed to conduct this work remotely, which has, in turn, caused a delay in the preparation and filing of the Proxy Statement. A majority of the Company’s employees are working remotely to complete and file the Proxy Statement, including the Part III Information.

 

Given the impact of the aforementioned circumstances, the Company was unable to compile and review certain information required to file the Proxy Statement by April 29, 2020, the original filing deadline, without unreasonable effort or expense. On March 4, 2020, the Securities and Exchange Commission issued an order (Release No. 34-88318) under Section 36 of the Exchange Act granting exemptions from specified provisions of the Exchange Act and certain rules thereunder, as superseded by a subsequent order (Release No. 34-88465) issued on March 25, 2020 (collectively, the “Order”). The Company is relying on the Order to delay the filing of the Proxy Statement and is accordingly filing this Current Report on Form 8-K. The Company expects to file the Proxy Statement, including the Part III Information, no later than June 15, 2020, which is 45 days from the Proxy Statement’s original filing deadline of April 29, 2020.

 

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Item 9.01.          Financial Statements and Exhibits.

 

(d)     Exhibits:

 

None.

 

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 thereunto duly authorized.

 

 

 

SPAR Group, Inc.

 

 

 

 

 

  Date: May 1, 2020  

 

By:

/s/ James R. Segreto

 

 

 

James R. Segreto, Chief Financial Officer

 

 

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