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 12, 2015
The ExOne Company
(Exact name of registrant as specified in its charter)
Delaware | 001-35806 | 46-1684608 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
127 Industry Boulevard North Huntingdon, Pennsylvania |
15642 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (724) 863-9663
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:
¨ | 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 May 12, 2015, The ExOne Company (the Company) received a notice from The Nasdaq Listing Qualifications Department (Nasdaq) stating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires the timely filing of all periodic reports with the Securities and Exchange Commission (SEC).
The Company received the notice because it has not yet filed its Form 10-Q for the quarter ended March 31, 2015 (the 10-Q) with the Securities and Exchange Commission (SEC). ExOne filed a Form 12b-25 Notification of Late Filing with the SEC on May 11, 2015 reporting a delay in filing its 10-Q. The delay is due to unforeseen difficulties with respect to the implementation of the first phase of its new Enterprise Resource Planning (ERP) software system in ExOne GmbH, its largest operating subsidiary. Under the extension permitted under the SEC rules, the 10-Q would be timely filed if it is filed on or before May 18, 2015. The Company expects to file its 10-Q with the SEC in early June 2015.
ExOne believes that the Nasdaq notice and the Companys non-compliance with Nasdaq Listing Rule 5250(c)(1) will have no immediate effect on the listing or trading of ExOnes common stock on The Nasdaq Global Market. Under the Nasdaq listing rules, the Company has 60 days to submit a plan to Nasdaq to regain compliance with Nasdaq Listing Rule 5250(c)(1). ExOne expects to be fully compliant with Nasdaq Listing Rule 5250(c)(1) in early June, well before the July 13, 2015 deadline to submit the plan to Nasdaq.
As required by Nasdaq Listing Rule 5810(b), the Company issued a press release announcing the receipt of the notice from Nasdaq. A copy of that press release is attached as exhibit 99.1 and incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(c) Exhibits.
Exhibit |
Description | |
99.1 | Press Release of The ExOne Company dated May 15, 2015 titled The ExOne Company Receives Standard Nasdaq Notice Relating to Delay in Filing First Quarter 10-Q. |
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.
The ExOne Company (Registrant) | ||
May 15, 2015 (Date) |
/s/ Brian W. Smith Brian W. Smith Chief Financial Officer |
EXHIBIT INDEX
Exhibit |
Description | |
99.1 | Press Release of The ExOne Company dated May 15, 2015 titled The ExOne Company Receives Standard Nasdaq Notice Relating to Delay in Filing First Quarter 10-Q. |
Exhibit 99.1
|
NEWS RELEASE |
127 Industry Boulevard N. Huntingdon, PA 15642 (724) 863.9663
FOR IMMEDIATE RELEASE
The ExOne Company Receives Standard Nasdaq Notice Relating to Delay in Filing First Quarter 10-Q
NORTH HUNTINGDON, PA, May 15, 2015 The ExOne Company (NASDAQ: XONE) (ExOne or the Company), a global provider of three-dimensional (3D) printing machines and printed products to industrial customers, announced today that it received notice from The Nasdaq Listing Qualifications Department (Nasdaq) on May 12, 2015, stating that ExOne is not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires the timely filing of all periodic reports with the Securities and Exchange Commission (SEC). The Company received the notice because it has not yet filed its Form 10-Q for the quarter ended March 31, 2015 (the 10-Q) with the Securities and Exchange Commission (SEC). As previously announced on May 11, 2015, ExOne filed a Form 12b-25 Notification of Late Filing with the SEC reporting a delay in filing its 10-Q. The delay is due to unforeseen difficulties with respect to the implementation of the first phase of its new Enterprise Resource Planning (ERP) software system in ExOne GmbH, its largest operating subsidiary. The Company expects to file its 10-Q with the SEC in early June 2015. This press release is being issued in accordance with Nasdaq Listing Rule 5810(b).
ExOne believes that the Nasdaq notice and the Companys non-compliance with Nasdaq Listing Rule 5250(c)(1) will have no immediate effect on the listing or trading of ExOnes common stock on The Nasdaq Global Market. Under the Nasdaq listing rules, the Company has 60 days to submit a plan to Nasdaq to regain compliance with Nasdaq Listing Rule 5250(c)(1). ExOne expects to be fully compliant with Nasdaq Listing Rule 5250(c)(1) in early June, well before the July 13, 2015 deadline to submit the plan to Nasdaq.
About ExOne
ExOne is a global provider of 3D printing machines and printed products, materials and other services to industrial customers. ExOnes business primarily consists of manufacturing and selling 3D printing machines and printing products to specification for its customers using its in-house 3D printing machines. ExOne offers pre-production collaboration and print products for customers through its eight PSCs, which are located in the United States, Germany, Italy and Japan. ExOne builds 3D printing machines at its facilities in the United States and Germany. ExOne also supplies the associated materials, including consumables and replacement parts, and other services, including training and technical support, necessary for purchasers of its machines to print products.
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The ExOne Company Receives Standard Nasdaq Notice Relating to Delay in Filing First Quarter 10-Q
May 15, 2015
Page 2 of 2
Safe Harbor Regarding Forward Looking Statements
This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
Forward-looking statements are subject to risks, uncertainties and assumptions and are identified by words such as expects, estimates, projects, typically, anticipates, believes, appears, could, plan, and other similar words. Such statements include, but are not limited to, statements concerning future revenue and earnings, involve known and unknown risks, uncertainties and other factors that could cause the actual results of the Company to differ materially from the results expressed or implied by such statements, which include our ability to qualify more materials in which we can print; the availability of skilled personnel; the impact of increased operating expenses and expenses relating to proposed acquisitions, investments and alliances; our strategy, including the expansion and growth of our operations; the impact of loss of key management; our plans regarding increased international operations in additional international locations; sufficiency of funds for required capital expenditures, working capital, and debt service; the adequacy of sources of liquidity; expectations regarding demand for our industrial products, operating revenues, operating and maintenance expenses, insurance expenses and deductibles, interest expenses, debt levels, and other matters with regard to outlook; demand for aerospace, automotive, heavy equipment, energy/oil/gas and other industrial products; the scope, nature or impact of acquisitions, alliances and strategic investments and our ability to integrate acquisitions and strategic investments; liabilities under laws and regulations protecting the environment; the impact of governmental laws and regulations including the related challenges of conducting business in international locations such as Russia; operating hazards, war, terrorism and cancellation or unavailability of insurance coverage; the effect of litigation and contingencies; the impact of disruption of our manufacturing facilities or PSCs; the adequacy of our protection of our intellectual property; material weaknesses in our internal control over financial reporting and other factors disclosed in the Companys Annual Report on Form 10-K and other periodic reports filed with the Securities and Exchange Commission. Because they are forward-looking, these statements should be evaluated in light of important risk factors and uncertainties.
Should one or more of these risks or uncertainties materialize, or should any of ExOnes underlying assumptions prove incorrect, actual results may vary materially from those currently anticipated. The Company disclaims any obligation to update or publicly announce any revisions to any of the forward-looking statements contained in this news release.
For more information, contact:
Investors: | ||
Brian W. Smith | Deborah K. Pawlowski / Karen L. Howard | |
ExOne, Chief Financial Officer | Kei Advisors LLC | |
(724) 765-1350 | (716) 843-3908 / (716) 843-3942 | |
brian.smith@exone.com | dpawlowski@keiadvisors.com / khoward@keiadvisors.com |
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