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): May 15, 2019
Technical Communications Corporation
(Exact Name of Registrant as Specified in Charter)
Massachusetts | 001-34816 | 04-2295040 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
100 Domino Drive, Concord, MA 01742 |
(Address of Principal Executive Offices) (Zip Code) |
(978) 287-5100
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common | TCCO | NASDAQ Capital Market |
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: | ||
[ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
[ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
[ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
[ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 15, 2019, Ralph M. Norwood was elected as a Class I member of the Company’s Board of Directors to complete the term of Mitchell Briskin, who passed away in May 2018. Mr. Norwood has also been elected to serve on the Audit Committee and the Compensation, Nominating and Governance Committee of the Board. The election of Mr. Norwood puts the Company in compliance with NASDAQ listing requirement 5605(c)(2), which requires that the Company’s Audit Committee be comprised of at least three directors, all of whom are independent. A copy of the press release dated May 15, 2019 announcing such election is attached as Exhibit 99.1 to this report and incorporated herein.
There is no arrangement or understanding between Mr. Norwood and any other person pursuant to which he was to be elected to the Board of Directors, and he is not a party to any transaction or proposed transaction with the Company or any related person.
Item 9.01. Financial Statements and Exhibits.
a. Financial statements of businesses acquired. Not applicable.
b. Pro forma financial information. Not applicable.
c. Shell company transactions. Not applicable.
d. Exhibits.
Exhibit No. | Title | |
99.1 | Press Release dated May 15, 2019 |
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.
Technical Communications Corporation | ||
Date: May 15, 2019 | By: | /s/ Carl H. Guild, Jr. |
Carl H. Guild, Jr. | ||
President and Chief Executive Officer | ||