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) June
25, 2014
Pulse
Electronics Corporation
(Exact
name of registrant as specified in its charter)
Pennsylvania
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001-05375
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23-1292472
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(State or other jurisdiction
Of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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12220 World Trade Drive
San Diego, CA
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92128
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(Address
of principal executive offices)
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(Zip
Code)
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(858) 674-8100
(Registrant’s telephone number, including
area code.)
N/A
(Former name and 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):
⃞
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))
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On June 25, 2014, Pulse Electronics Corporation, a Pennsylvania
corporation (the “Company”) was notified by the New York Stock Exchange
(the “NYSE” or the “Exchange”), that the Company had fallen below one of
the Exchange’s continued listing standards, specifically Rule 802.01B of
the NYSE Listed Company Manual, which requires companies whose total
stockholders’ equity is less than $50 million to maintain an average
global market capitalization over a consecutive 30-day trading period of
not less than $50 million.
Under applicable NYSE rules, the Company has 45 days from the receipt of
the notice to demonstrate its ability to achieve compliance with the
market capitalization listing standards within nine (9) months of
receipt of the notice. The Company intends to work with the NYSE to
evaluate its options to cure the deficiency within the prescribed
timeframe. If the Exchange grants us the nine-month cure period, the
shares of common stock of the Company will continue to be listed on the
NYSE during such time, subject to the compliance with other NYSE
continued listing standards and continued periodic review by the NYSE of
the Company’s progress. Under the applicable rules, the Exchange has the
right to initiate delisting proceedings if (1) the Company cannot
demonstrate its ability to achieve compliance on a timely basis; (2) the
NYSE does not grant the Company the nine-month cure period; or (3) the
NYSE grants the Company the nine-month cure period but the Company does
not make satisfactory progress to cure.
If the common stock ultimately were to be delisted for any reason, it
could (1) reduce the liquidity and market price of the common stock and
(2) negatively impact the ability of the Company to conduct equity
financings and access the public capital markets.
As required under NYSE rules, the Company issued a press release on July
1, 2014, announcing that it had received the notice of noncompliance
with Rule 802.1B and that the Company intends to seek to cure the
deficiency within the prescribed timeframe. A copy of this press release
is attached hereto as Exhibit 99.1 to this Form 8-K.
Cautionary Note Regarding Forward-looking Statements:
To the extent that statements in this Current Report on Form 8-K are not
strictly historical, including statements as to the Company’s plans with
respect to the NYSE letter of June 25, 2014, or otherwise as to future
events, such statements are forward-looking, and are made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform
Act of 1995. The forward-looking statements contained in this Current
Report are subject to certain risks and uncertainties that could cause
actual results to differ materially from the statements made, including,
without limitation, risks that the Company may be unsuccessful in
attempts to improve its financial and operational performance, to
improve liquidity and cash flow through the delivering of its balance
sheet, to restructure its indebtedness, and to secure additional capital
as necessary, as well as effect the potential disposition of select
assets along with the consideration of broader strategic alternatives.
Such risks and others are further described in the Company's filings
with the Securities and Exchange Commission including the most recent
reports on Forms 10-K, 10-Q and 8-K, and any amendments thereto.
Item 9.01. Financial Statements and Exhibits
The following is attached as an exhibit to this Current Report on Form
8-K:
Exhibit Number
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Description
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99.1
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Press Release of Pulse Electronics Corporation, dated July 1, 2014.
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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.
Date:
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July 1, 2014
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PULSE ELECTRONICS CORPORATION
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By:
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/s/ Michael C. Bond
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Name:
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Michael C. Bond
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Title:
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Senior Vice President and Chief Financial Officer
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EXHIBIT INDEX
Exhibit Number
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Description
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99.1
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Press Release of Pulse Electronics Corporation, dated July 1, 2014.
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Exhibit 99.1
Pulse
Electronics Receives Notice of Non-Compliance from NYSE
SAN DIEGO--(BUSINESS WIRE)--July 1, 2014--Pulse Electronics Corporation
(NYSE:PULS), a leading provider of electronic components, today
announced that on June 25, 2014, it received notice from the New York
Stock Exchange (“NYSE”) that the Company is not in compliance with a
NYSE standard for continued listing of its common stock on the exchange.
Specifically, the Company is below the NYSE minimum requirement for
average total market capitalization over 30 consecutive trading days of
greater than $50 million when its last reported shareholders’ equity is
less than $50 million.
Under NYSE rules, the Company has 45 days from the date of the notice to
demonstrate to the NYSE its ability to achieve compliance with the
market capitalization listing standards within nine months of receiving
the notice. The Company intends to work with the NYSE to evaluate its
options for regaining compliance with listing standards. During the nine
month cure period, the Company's shares will continue to be listed and
traded on the NYSE, subject to the Company's compliance with other NYSE
continued listing standards.
The Company's business operations, credit agreement, and Securities and
Exchange Commission reporting requirements are unaffected by this notice.
Additionally, the Company affirmed its previous announcement on May 12,
2014, that increasing order rates for network and power in the first
quarter provide a positive outlook for Pulse in the second quarter. The
Company continues to maintain its focus on EBITDA growth and anticipates
second quarter EBITDA will be in line with the generally increasing
trend of the past two years.
About Pulse Electronics Corporation
Pulse Electronics is the electronic components partner that helps
customers build the next great product by providing the needed technical
solutions. Pulse Electronics has a long operating history of innovation
in magnetics, antennas and connectors, as well as the ability to ramp
quickly into high-quality, high-volume production. The company serves
the wireless and wireline communications, power management,
military/aerospace and automotive industries. Pulse Electronics is a
participating member of the IEEE, SFF, OIF, HDBaseT Alliance, CommNexus,
and MoCA. Visit the Pulse Electronics website at www.pulseelectronics.com.
Safe Harbor
This press release contains statements, including statements as to the
Company’s plans with respect to the NYSE letter of June 25, 2014, and
projections of future business objectives and financial results, that
are "forward-looking" within the meaning of the Private Securities
Litigation Reform Act of 1995 and involve a number of risks and
uncertainties. These forward-looking statements are based on the
company's current information and expectations. There can be no
assurance these forward-looking statements, will be achieved. Actual
results may differ materially due to the risk factors listed from time
to time in the company's SEC reports including, but not limited to,
those discussed in its Current Reports on Form 8-K, Quarterly Reports on
Form 10-Q and Annual Reports on Form 10-K. All such risk factors are
incorporated herein by reference as though set forth in full. The
company undertakes no obligation to update any forward looking statement.
Copyright © 2014 Pulse Electronics Corporation. All rights reserved.
All brand names and trademarks are properties of their respective
holders.
CONTACT:
Pulse Electronics Corporation
Jim Butler
Sr. Director
of Finance and Treasurer
858-674-8183
jbutler@pulseelectronics.com