0001131554-20-000036.txt : 20200508 0001131554-20-000036.hdr.sgml : 20200508 20200508164652 ACCESSION NUMBER: 0001131554-20-000036 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200508 ITEM INFORMATION: Other Events FILED AS OF DATE: 20200508 DATE AS OF CHANGE: 20200508 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYNCHRONOSS TECHNOLOGIES INC CENTRAL INDEX KEY: 0001131554 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 061594540 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-52049 FILM NUMBER: 20861323 BUSINESS ADDRESS: STREET 1: 200 CROSSING BOULEVARD CITY: BRIDGEWATER STATE: NJ ZIP: 08807 BUSINESS PHONE: 866-620-3940 MAIL ADDRESS: STREET 1: 200 CROSSING BOULEVARD CITY: BRIDGEWATER STATE: NJ ZIP: 08807 8-K 1 a05-08x20208xk.htm 8-K Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 8, 2020 (May 8, 2020)
 
Synchronoss Technologies, Inc.
(Exact Name of Registrant as Specified in its Charter)
 
Delaware 000-52049 06-1594540
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
 
200 Crossing Boulevard, 8th Floor  
Bridgewater, New Jersey 08807
(Address of Principal Executive Offices) (Zip Code)
 
Registrant’s telephone number, including area code: (866) 620-3940
 
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 
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:
 
o                 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o                  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o                 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o                 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 (§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 o
 
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. o

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, par value $.0001 par value
 SNCRThe Nasdaq Stock Market, LLC










Item 8.01 Other Events

On March 4, 2020 the Securities and Exchange Commission (the “SEC”) issued an Order under Section 36 (Release No. 34-88318) of the Securities Exchange Act of 1934 (“Exchange Act”) granting exemptions from specified provisions of the Exchange Act and certain rules thereunder, as superseded by a subsequent order (Release No. 34-88465) issued on March 25, 2020 (collectively, the “Order”). The Order provides that a registrant (as defined in Exchange Act Rule 12b-2) subject to the reporting requirements of Exchange Act Section 13(a) or 15(d), and any person required to make any filings with respect to such a registrant, is exempt from any requirement to file or furnish materials with the Commission under Exchange Act Sections 13(a), 13(f), 13(g), 14(a), 14(c), 14(f), 15(d) and Regulations 13A, Regulation 13D-G (except for those provisions mandating the filing of Schedule 13D or amendments to Schedule 13D), 14A, 14C and 15D, and Exchange Act Rules 13f-1, and 14f-1, as applicable, where certain conditions are satisfied.

Synchronoss Technologies, Inc. (the “Company”) is unable to meet the filing deadline for the filing of its Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (the “Quarterly Report”) due to circumstances related to COVID-19 and is relying on the Order and furnishing this Current Report on Form 8-K (this “Report”) by the original filing deadline of the Quarterly Report. The Company’s operations have experienced disruptions due to the circumstances surrounding the COVID-19 pandemic including, but not limited to, suggested and mandated social distancing and stay home orders. These mandates and the resulting office closures have limited access to the Company’s facilities by the Company’s financial reporting and accounting staff as well as other advisors involved in the preparation of the Quarterly Report and impacted the Company’s ability to fulfill required preparation and review processes and procedures with respect to the Quarterly Report.

The Company expects to file the Quarterly Report by June 19, 2020, within 45 days after the original filing deadline of the Quarterly Report.

Forward-looking Statements

This Report includes statements concerning the Company and its future expectations, plans and prospects that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words “may,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “believes,” “potential” or “continue” or other similar expressions are intended to identify forward-looking statements. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its business, financial condition and results of operations. These forward-looking statements speak only as of the date of this Report and are subject to a number of risks, uncertainties and assumptions including, without limitation, the unprecedented impact of the COVID-19 pandemic on our business, employees, consultants, service providers, stockholders, investors and other stakeholders, and other risks and factors that are described in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, which is on file with the SEC and available on the SEC’s website at www.sec.gov. The Company does not undertake any obligation to update any forward-looking statements contained in this Report as a result of new information, future events or otherwise.


Contact:
Investors:
Joe Crivelli
Vice President, Investor Relations
908-566-3131
investor@synchronoss.com




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.
 
Date:May 8, 2020Synchronoss Technologies, Inc.
   
 By:/s/ David Clark
  Name:David Clark
  Title:Chief Financial Officer