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: June 3, 2014
(Date of earliest event reported)
LOGITECH INTERNATIONAL S.A.
(Exact name of registrant as specified in its charter)
Commission File Number: 0-29174
| Canton of Vaud, Switzerland | None | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Logitech International S.A.
Apples, Switzerland
c/o Logitech Inc.
6505 Kaiser Drive
Fremont, California 94555
(Address of principal executive offices and zip code)
(510) 795-8500
(Registrant’s telephone number, including area code)
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)) |
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing |
On June 3, 2014, Logitech International S.A. (“Logitech” or the “Company”) received a notification from the NASDAQ Stock Market LLC (the “NASDAQ”) as a result of the Company’s failure to file the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2014 as required under NASDAQ’s Listing Rule 5250(c)(1). The Company issued a press release on June 4, 2014 disclosing its receipt of the notification from NASDAQ pursuant to NASDAQ Listing Rule 5810(b). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits |
| Exhibit No. | Description | |
| 99.1 | Press Release issued by Logitech International S.A. on June 4, 2014. | |
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| Logitech International S.A. |
| /s/ Vincent Pilette |
| Vincent Pilette |
| Chief Financial Officer |
June 4, 2014
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release issued by Logitech International S.A. on June 4, 2014. | |
Exhibit 99.1
For Immediate Release
Editorial Contacts:
Joe Greenhalgh, Vice President, Investor Relations – USA (510) 713-4430
Nancy Morrison, Corporate Communications – USA (510) 713-4948
Laura Scorza, Sr. Public Relations Manager – Europe +41-(0) 21-863-5336
Logitech Receives Expected Nasdaq Notice Related to Delay in 10-K Filing
NEWARK, Calif. — June 4, 2014 and LAUSANNE, June 5, 2014 — Logitech International (SIX: LOGN) (Nasdaq: LOGI) today announced that, as expected, the Company received a standard notice from Nasdaq stating that Logitech is not in compliance with the Nasdaq listing rule that requires timely filing of reports with the U.S. Securities and Exchange Commission – Rule 5250(c)(1). The June 3, 2014 letter was sent as a result of Logitech’s delay in filing its FY 2014 10-K for the year ended March 31, 2014, which the Company announced on May 21, 2014.
The Nasdaq notice has no immediate effect on the listing or trading of Logitech’s common stock on the Nasdaq Global Select Market. Under the Nasdaq rules, the Company has 60 days to submit a plan to regain compliance. If the plan is accepted, Logitech could be granted up to 180 days from the 10-K’s due date to regain compliance. The Company expects to submit a plan to regain compliance within the timeline prescribed by Nasdaq.
Logitech plans to file its 10-K as soon as possible, following the completion of an investigation of certain accounting matters related to the Company’s previously issued financial statements, and related work necessary to file the 10-K.
About Logitech
Logitech is a world leader in products that connect people to the digital experiences they care about. Spanning multiple computing, communication and entertainment platforms, Logitech’s combined hardware and software enable or enhance digital navigation, music and video entertainment, gaming, social networking, audio and video communication over the Internet, video security and home-entertainment control. Founded in 1981, Logitech International is a Swiss public company listed on the SIX Swiss Exchange (LOGN) and on the Nasdaq Global Select Market (LOGI).
# # #
This press release contains forward-looking statements within the meaning of the federal securities laws, including, without limitation, statements regarding: Logitech’s plans and timing to file the 10-K and to regain compliance under the Nasdaq listing rules. The forward-looking statements in this release involve risks and uncertainties that could cause Logitech’s actual results and events to differ materially from those anticipated in these forward-
Logitech Receives Expected Nasdaq Notice Related to Delay in 10-K Filing – Page 2
looking statements, including, without limitation: the timing and results of the independent investigation and accounting issues discussed in the May 21, 2014 press release; whether a restatement of financial results will be required for those or other accounting issues for any period; if Logitech is unable to satisfy regulatory requirements relating to internal controls or if our internal control over financial reporting is not effective; if Nasdaq does not accept Logitech’s compliance plan or otherwise adversely affects the listing or trading of Logitech’s shares; the effect on Logitech’s business, share price and volatility as a result of the accounting issues or the reactions to such events by customers, suppliers or investors. A detailed discussion of these and other risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in Logitech’s periodic filings with the Securities and Exchange Commission, including our Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2013 and our Amended Annual Report on Form 10-K/A for the fiscal year ended March 31, 2013, available at www.sec.gov, under the caption Risk Factors and elsewhere. Logitech does not undertake any obligation to update any forward-looking statements to reflect new information or events or circumstances occurring after the date of this press release.
Logitech, the Logitech logo, and other Logitech marks are registered in Switzerland and other countries. All other trademarks are the property of their respective owners. For more information about Logitech and its products, visit the company’s Web site at www.logitech.com.
(LOGIIR)