Current Report Filing (8-k)
February 06 2020 - 4:27PM
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):
January 31, 2020
FTS International,
Inc.
(Exact name of registrant as specified in
its charter)
Delaware
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001-38382
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30-0780081
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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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777 Main Street, Suite 2900
Fort Worth, Texas 76102
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including
area code: (817) 862-2000
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):
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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:
Title
of each class
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Trading
Symbol
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Name
of each exchange on which registered
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Common Stock, par value $0.01 per share
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FTSI
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New York Stock Exchange
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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
On January 31, 2020, FTS International,
Inc. (the “Company”) received written notice from the New York Stock Exchange (the “NYSE”) notifying it
that, over a period of 30 consecutive trading days, the average closing price of the Company’s common stock was below the
minimum $1.00 per share requirement for continued listing on the NYSE under Item 802.01C of the NYSE Listed Company Manual.
In accordance with
applicable NYSE procedures, the Company plans to timely notify the NYSE that it intends to cure the $1.00 per share deficiency
and has six months following the receipt of the noncompliance notice to cure the deficiency and regain compliance with the NYSE
continued listing requirement. The notice has no immediate impact on the listing of the Company’s common stock, which will
continue to trade on the NYSE. The Company intends to actively monitor the closing share price for its common stock and will explore
available options to regain compliance.
Item 7.01. Regulation FD Disclosure
On February 6, 2020,
the Company issued a press release with respect to the noncompliance notice. The full text of the press release is furnished herewith
as Exhibit 99.1 to this report.
The foregoing information
is intended to be furnished under Item 7.01 of Form 8-K, “Regulation FD Disclosure.” This information shall not be
deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before
or after the date of this report, regardless of any general incorporation language in the filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Forward-Looking and Cautionary Statements
This Current Report on Form 8-K contains “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include
statements related to the Company’s plans to notify NYSE of its plan to regain compliance and the Company’s intention
to regain compliance with the NYSE continued listing standards, and other statements identified by words such as “could,”
“may,” “might,” “will,” “likely,” “anticipates,” “intends,”
“potential,” “plans,” “seeks,” “believes,” “estimates,” “expects,”
“continues,” “projects” and similar references to future periods.
Forward-looking statements are based on the Company’s
current expectations and assumptions regarding capital market conditions, the Company’s business, the economy and other future
conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties,
risks and changes in circumstances that are difficult to predict. As a result, the Company’s actual results may differ materially
from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ materially
from those in the forward-looking statements include, but are not limited to, the projected operations of the Company; results
of litigation, arbitration, settlements and investigations; actions by third parties, including governmental agencies; volatility
in customer spending and in oil and natural gas prices, which could adversely affect demand for the Company’s services and
capital expenditures; global economic conditions; excess availability of pressure pumping equipment; liabilities from operations;
weather; decline in, and ability to realize, backlog; potential delay in future equipment specialization and new technologies,
including electric fleets; shortages, delays in delivery and interruptions of supply of equipment and materials; ability to hire
and retain personnel; loss of, or reduction in business with, key customers; difficulty with growth and in integrating acquisitions;
product liability; political, economic and social instability risk; ability to effectively identify and enter new markets; cybersecurity
risk; dependence on our subsidiaries to meet our long-term debt obligations; variable rate indebtedness risk; and anti-takeover
measures in our charter documents and other risks and uncertainties. Any forward-looking statement made in this Current Report
on Form 8-K speaks only as of the date on which it is made. The Company undertakes no obligation to publicly update or revise any
forward-looking statement, except as required by law.
When considering these forward-looking statements, you should
keep in mind the risk factors and other cautionary statements in the Company’s filings with the SEC, including the most recently
filed Forms 10-Q and 10-K. The Company’s filings may be reviewed on its website at ftsi.com or through the SEC’s Electronic
Data Gathering and Analysis Retrieval System (EDGAR) at http://www.sec.gov.
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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FTS
INTERNATIONAL, INC.
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By:
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/s/
Jennifer Keefe
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Name:
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Jennifer
Keefe
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Title:
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Senior
Vice President, General Counsel and Chief Compliance Officer
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Date:
February 6, 2020
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