Jaclyn Inc - Current report filing (8-K)
April 25 2008 - 1:32PM
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): April 25,
2008
Jaclyn, Inc.
(Exact
name of registrant as specified in its charter)
Commission File Number 1-5863
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Delaware
(State or other jurisdiction of incorporation or
organization)
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22-1432053
(IRS Employer Identification Number)
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197 West Spring Valley Avenue
Maywood, New Jersey
(Address of principal executive offices)
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07607
(Zip code)
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(201) 909-6000
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(Registrant's telephone number, including area
code)
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Not Applicable
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(Former Name or Former Address, if Changed Since Last
Report)
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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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o
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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o
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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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o
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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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Item 3.01.
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standards;
Transfer of Listing.
On April 25, 2008, Jaclyn, Inc. (the
“
Company
”) notified the
American Stock Exchange (the
“
AMEX
”) of the
Company’s conditional intent to voluntarily delist its shares of common stock, $1.00
par value per share (the “
Common
Stock
”).
As the Company announced in December 2007, a special committee of
independent directors unanimously recommended, and its entire Board of Directors approved,
plans to cease the registration of the Company’s common stock under federal
securities laws and to withdraw its shares of common stock from listing on the AMEX. The
Company indicated that it was taking these steps to avoid the substantial and increasing
cost and expense of being a Securities and Exchange Commission reporting company and of
regulatory compliance under the Sarbanes-Oxley Act of 2002, and to focus the
Company’s resources on increasing long-term stockholder value. The Company further
announced that it anticipates savings of approximately $500,000 on an annual basis as a
result of the proposed deregistration and delisting transaction, as well as an additional
one-time savings during its current fiscal year for initial costs of compliance with the
internal control provisions of the Sarbanes-Oxley Act.
In order to deregister its shares of common stock, the Company will need to
reduce its number of stockholders of record to below 300. To accomplish this, the Board of
Directors has proposed to amend the Company’s certificate of incorporation to effect
a reverse stock split, which would immediately be followed by a forward stock split. The
special committee of the Board of Directors has tentatively determined a reverse/forward
stock split ratio of 1-for-250 shares. As a result, and assuming this ratio is used, record
holders owning less than 250 shares of common stock will receive a cash payment of $10.21
per share, and record holders owing 250 or more shares of common stock will retain their
current numbers of shares of common stock without change. The Company also anticipates
making this payment available to its beneficial owners who own less than 250 shares of
common stock (assuming this ratio is used) at the time the reverse stock split is
completed.
The special committee and the Board each have reserved the right to change
the ratio of the stock splits or to choose an alternative to the stock splits to the extent
they believe it is necessary or desirable in order to accomplish the goal of reducing the
number of record holders to below 300. They may also abandon the proposed stock splits at
any time prior to the completion of the proposed transaction if they believe that the
proposed transaction is no longer in the best interests of the Company or its stockholders.
The stock splits are scheduled to be considered at a special meeting of the Company’s
stockholders scheduled to be held on May 7, 2008. The Company has filed with the Securities
and Exchange Commission, and has mailed to stockholders of record at March 31, 2008, a
definitive proxy statement relating to the special meeting of stockholders.
The Company’s notice to the AMEX of voluntary delisting was
conditional
. As announced previously by
the Company, the Board of Directors and the special committee determined that a delisting
of the common stock requires that, among other things, each of the following conditions be
met:
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approval by the Company’s stockholders of the reverse
stock split and the forward stock split proposals;
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the common stock being approved for listing on the
OTCQX
SM
tier of Pink OTC Markets Inc. (formerly Pink Sheets,
LLC), with at least two market makers having indicated their intention to
make a market in the common stock after delisting and deregistration of the
common stock; and
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neither the Board of Directors nor the special committee has
determined (either before or after approval of the Company’s
stockholders of the reverse stock split and forward stock split proposals)
that the delisting and deregistration of the common stock is no longer in
the best interests of the Company or its stockholders.
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The Company will advise the AMEX after the special meeting of stockholders
whether the conditions to the delisting and deregistration proposals have been met and
whether the Company actually intends to move forward with delisting.
On April 25, 2008, the Company issued a press release regarding the
foregoing, which is attached to this Form 8-K as Exhibit 99. The foregoing description is
qualified in its entirety to the description set forth in the press release.
Item 9.01
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Financial Statements and Exhibits.
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99
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Press Release of the Company dated April 25,
2008.
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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: April 25, 2008
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JACLYN, INC.
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By:
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/s/ Anthony C. Christon
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Anthony C. Christon, Chief Financial
Officer
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