Current Report Filing (8-k)
October 11 2019 - 4:23PM
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): October 9, 2019
SCHMITT INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
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Oregon
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000-23996
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93-1151989
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(State or other jurisdiction
of incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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2765 N.W. Nicolai Street
Portland, Oregon
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97210-1818
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
(503) 227-7908
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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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock no par value
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SMIT
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NASDAQ Capital Market
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Series A Junior Participating Preferred
Stock Purchase Rights
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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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 1.01 Entry into a Material Definitive Agreement.
(a) On October 9, 2019, Schmitt Industries, Inc. (Registrant or Schmitt) entered into a definitive agreement to sell its SBS
business line to Tosei Engineering Corp. and Tosei America, Inc., for a purchase price of $10.5 million in cash, subject to customary closing adjustments (the Purchase Agreement). The transaction, which was approved by
Schmitts Board of Directors, is expected to close in the fourth quarter of calendar year 2019 following a 30-day go shop period.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement
attached hereto as Exhibit 1.01(a) and incorporated herein by reference.
The Registrant has made customary representations, warranties and covenants in
the Purchase Agreement. The closing of the acquisition is subject to customary closing conditions, including the absence of any legal proceeding, law or governmental order that prevents the completion of the transactions contemplated by the
Purchase Agreement and the accuracy of the representations and warranties of, and compliance with covenants by, each of the parties to the Purchase Agreement. The closing is not subject to a financing condition.
The Purchase Agreement has been filed with this Current Report on Form 8-K to provide investors with information regarding its terms. It is not intended
to provide any other factual information about the Registrant. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of
the parties to such Purchase Agreement, and may be subject to important limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the
Purchase Agreement. The representations and warranties may have been made for the purposes of allocating contractual risk between the parties to the agreement instead of establishing these matters as facts and may be subject to standards of
materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Purchase Agreement and should not rely on the representations, warranties and covenants or any
descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties
may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Registrants public disclosures.
Item 7.01 Regulation FD Disclosure.
On October 10,
2019, the Registrant issued a press release announcing its entry into the Purchase Agreement. A copy of the press release is furnished herewith as Exhibit 99.1. The information contained in Exhibit 99.1 shall not be deemed
filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any
registration statement or other document filed by the Registrant under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01
Financial Statements and Exhibits.
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.
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SCHMITT INDUSTRIES, INC.
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October 11, 2019
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By:
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/s/ Michael R Zapata
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Name: Michael R Zapata
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Title: President and Chief Executive Officer
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