Current Report Filing (8-k)
October 15 2018 - 5:00PM
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
October 15, 2018
Date of Report (Date of Earliest Event Reported)
SEARS
HOLDINGS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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000-51217,
001-36693
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20-1920798
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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3333 Beverly Road
Hoffman Estates, Illinois 60179
(Address Of Principal Executive Offices, including Zip Code)
Registrant’s Telephone Number, Including Area Code: (847)
286-2500
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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☐
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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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☐
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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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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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer
of Listing.
As previously disclosed, on October 15, 2018, Sears Holdings Corporation (the “Company”) and certain of its subsidiaries
filed voluntary petitions (“Chapter 11 Cases”) under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of New York.
On October 15, 2018, the Company received a letter from the listing qualifications department staff of the Nasdaq Stock Market (“Nasdaq”)
notifying the Company that, as a result of the Chapter 11 Cases and in accordance with Nasdaq Listing Rules 5101, 5110(b) and
IM-5101-1,
Nasdaq has determined that the
Company’s common stock and warrants to purchase common stock (the “securities”) will be delisted from Nasdaq. Accordingly, unless the Company requests an appeal of this determination, trading of the securities will be suspended at the
opening of business on October 24, 2018 and a Form
25-NSE
will be filed with the Securities and Exchange Commission (the “SEC”), which will remove the Company’s securities from listing and
registration on Nasdaq.
The Company does not intend to appeal the determination and, therefore, it is expected that the securities will be delisted. The
Company expects that the trading of its securities on the OTC Pink market will commence on October 24, 2018 under the symbol “SHLDQ”. The transition does not affect the Company’s operations and does not change reporting
requirements under SEC rules.
SIGNATURE
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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SEARS HOLDINGS CORPORATION
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By:
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/s/ Luke J. Valentino
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Luke J. Valentino
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DVP, Deputy General Counsel & Corporate Secretary
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Dated: October 15, 2018
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