UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM8-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)
Oregon | 000-23996 | 93-1151989 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) |
2765 N.W. Nicolai Street Portland, Oregon | 97210-1818 | |||
(Address of principal executive offices) | (Zip Code) |
Registrant’s 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 Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock – no par value | SMIT | NASDAQ Capital Market | ||
Series A Junior Participating Preferred Stock Purchase Rights |
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 Rule12b-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 Schmitt’s Board of Directors, is expected to close in the fourth quarter of calendar year 2019 following a30-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 Registrant’s 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.
(d) | Exhibits |
1.01(a) | Asset Purchase Agreement and Stock Purchase Agreement dated October 9, 2019. | |
99.1 | Press release entitled “Schmitt Industries Reaches Agreement to Sell SBS Business Line for $10.5M.” |
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.
SCHMITT INDUSTRIES, INC. | ||||||
October 11, 2019 | By: | /s/ Michael R Zapata | ||||
Name: Michael R Zapata | ||||||
Title: President and Chief Executive Officer |