Current Report Filing (8-k)
March 06 2015 - 04:04PM
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): March 4, 2015
THE STANDARD REGISTER COMPANY
(Exact name of Registrant as specified in its Charter)
| | |
Ohio
(State or other jurisdiction of
Incorporation)
| 1-1097
(Commission File No.)
| 31-0455440
(I.R.S. Employer Identification No.)
|
| |
600 Albany Street, Dayton, Ohio
(Address of principal executive offices)
| 45417
(Zip Code)
|
Registrant’s telephone number, including area code: (937) 221-1000
N/A
(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))
Item 3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On March 4, 2015, The Standard Register Company (the “Company”) received formal written notice from the New York Stock Exchange (the “NYSE”) that trading in the Company’s common stock was suspended before the market opened on March 4, 2015. The NYSE based its action under Section 802.01B of the NYSE’s Listed Company Manual because the Company has fallen below the NYSE’s continued listing standard which requires listed companies to maintain an average global market capitalization of not less than $15,000,000 over a consecutive 30-day trading period.
The NYSE further informed the Company that it would apply to the Securities and Exchange Commission to delist the Company’s common stock under Exchange Act Rule 12d-2 upon the completion of all applicable procedures, including appeals. However, the Company has notified the NYSE that considering the cost of an appeal and the likelihood of success, it does not intend to appeal.
On March 4, 2015, the Company issued a press release announcing the foregoing and announcing that its common shares will be available for trading over-the-counter on the OTC Pink Marketplace under the symbol SRCT beginning at 9:00 AM on March 4, 2015. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference under this Item 3.01.
Item 9.01
Financial Statements and Exhibits.
| |
(d)
Exhibits
|
Exhibit
| Description
|
99.1
| Press Release dated March 4, 2015
|
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 hereto duly authorized.
THE STANDARD REGISTER COMPANY
Date: March 6, 2015
By: /s/ Gerard D. Sowar
Gerard D. Sowar,
Executive Vice President, General Counsel
and Secretary
Exhibit 99.1
Standard Register®
ADVANCING YOUR REPUTATION
600 Albany St. · Dayton, OH 45417
Investor and media contact:
937.221.1000 · 937.221.1205 (fax)
Carol Merry 614.383.1624
www.standardregister.com
carol.merry@fahlgren.com
Standard Register Common Stock to Move to OTC Trading
DAYTON, Ohio (March 4, 2015) - The Standard Register Company (the “Company,” NYSE: SR) today announced that it received a written notice from NYSE Regulation, Inc. that trading of the Company’s common stock on the New York Stock Exchange (“NYSE”) would be suspended before the NYSE opens on March 4, 2015. The NYSE reached its decision to delist the common stock pursuant to Section 802.01B of the NYSE’s Listed Company Manual because the Company has fallen below the NYSE’s continued listing standard requiring listed companies to maintain an average global market capitalization over a consecutive 30 trading day period of not less than $15,000,000.
The Company also announced that its common shares will be available for trading over-the-counter (“OTC”) on the OTC Pink marketplace beginning at 9:30 a.m. on March 4, 2015 under the ticker symbol SRCT.
NYSE has informed the Company that it will apply to the Securities and Exchange Commission to delist the Company’s common stock upon the completion of all applicable procedures, including any appeals by the Company of NYSE’s decision. While the Company has the right to appeal the NYSE determination, based upon the cost of appeal and the likelihood of success, the Company believes that it is in the best interest of its shareholders not to contest this action and has informed the NYSE that the Company will not appeal the NYSE’s determination.
This transition to the OTC markets does not affect the Company’s business operations and will not change its obligation to file periodic and certain other reports with the Securities and Exchange Commission under applicable federal securities laws. Company shareholders are still the registered owners of their common shares of the Company and commencing Wednesday, March 4, 2015 will be able to trade them on OTC Pink.
About Standard Register
Standard Register (NYSE:SR) is trusted by the world’s leading companies to advance their reputations and add value to their operations by aligning communications with corporate brand standards. Providing market-specific insights and a compelling portfolio of workflow, content and analytics solutions to address the changing business landscape in healthcare, financial services, manufacturing, transportation and retail markets, Standard Register is the recognized leader in the management and execution of mission-critical communications. More information is available at http://www.standardregister.com.
Safe Harbor Statement
This press release contains forward-looking statements covered by the Private Securities Litigation Reform Act of 1995. Because such statements deal with future events, they are subject to various risks and uncertainties and actual results could differ materially from the Company’s current expectations. Factors that could cause the Company’s results to differ materially from those expressed in forward-looking statements include, without limitation, our ability to successfully integrate the acquired assets or achieve the expected synergies of the WorkflowOne acquisition, future pension funding requirements and recognition of actuarial gains and losses, access to capital for expanding in our solutions, the pace at which digital technologies and electronic health records (EHR) adoption erode the demand for certain products and services, the success of our plans to deal with the threats and opportunities brought by digital technology, results of cost containment strategies and restructuring programs, our ability to attract and retain key personnel, variation in demand and acceptance of the Company’s products and services, frequency, magnitude and timing of paper and other raw material price changes, the timing of the completion and integration of acquisitions, general business and economic conditions beyond the Company’s control, and the consequences of competitive factors in the marketplace, including the ability to attract and retain customers. The Company undertakes no obligation to revise or update forward-looking statements as a result of new information, since these statements may no longer be accurate or timely. For more information, see the Company’s most recent Form 10-K and other filings with the Securities and Exchange Commission.
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