Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On April 20, 2020, Continental Materials Corporation (the "Company"), acting
pursuant to authorization from its Board of Directors, issued a press release
announcing its intention to voluntarily delist its Common Stock, par value $0.25
(the "Common Stock"), from the NYSE American Stock Exchange and to deregister
its Common Stock under Section 12(g) of the Exchange Act of 1934, as amended
(the "Exchange Act") and suspend its SEC reporting obligations under Section
15(d) of the Exchange Act.
The Company also provided written notice to NYSE American, LLC (the "Exchange")
on April 20, 2020 of the Company's decision to voluntarily withdraw the listing
of the Common Stock from the Exchange. The Company currently anticipates that it
will file with the Securities and Exchange Commission (the "SEC") a Form 25
relating to the delisting of its Common Stock on or about May 1, 2020, and
anticipates that the delisting of its Common Stock will become effective on or
about May 11, 2020.
Following the delisting of its Common Stock on the Exchange, the Company plans
to file with the SEC a Form 15 to deregister its Common Stock under Section
12(g) of the Exchange Act and suspend its reporting obligations under Section
15(d) of the Exchange Act, as the Common Stock is held by less than 300
stockholders of record.
The Company is taking these steps in order to reduce legal, accounting and
administrative costs associated with being an SEC reporting company, to reduce
the specificity of the financial information which the Company is required to
disclose publicly in connection with its business segments, which disclosure the
Company believes has, at times in the past, been competitively disadvantageous
to the Company, and to allow the Company's management to increase its focus on
executing the Company's strategic and business plan by reducing time spent in
complying with applicable SEC reporting requirements. In addition, the number of
shares of Common Stock which are publicly held (exclusive of holdings of
officers, directors, controlling shareholders or other family or concentrated
holdings) is less than 200,000 as a result the tender offer made by Bee Street
Holdings LLC which was completed at midnight at the end of April 17, 2020, and
the Common Stock may consequently no longer be eligible for listing on the
Exchange pursuant to Section 1003(b)(i)(A) of the NYSE American Company Guide.
Item 5.02 Departure of Directors or Principal Officers; Appointment of Principal
Officers.
By correspondence received by the Company on April 18, 2020, Peter Thieriot and
Darrell Trent notified the Company that they would resign as directors of the
Company effective immediately. Messrs. Thieriot's and Trent's resignation was
not the result of any disagreement with any Company policy or practice. Together
with its Chairman, the Board intends to continue its ongoing work to identify
qualified individuals to fill the vacancies on the Company's Board of Directors.
Item 7.01 Regulation FD Disclosure.
On April 20, 2020, the Company issued a press release announcing its intent to
file a Form 25 and to voluntarily delist its Common Stock from the Exchange and
to file a Form 15 and to deregister its Common Stock under Section 12(g) of the
Exchange Act and suspend it SEC reporting obligations. A copy of the press
release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein.
The information, including the exhibit hereto, furnished in this Item 7.01 shall
not be deemed "filed" for purposes of Section 18 of the Exchange Act, or
otherwise subject to the liabilities of that section, and shall not be
incorporated by reference into any filings made by the Company under the
Securities Act of 1933, as amended, or the Exchange Act, except as may be
expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release dated April 20, 2020
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