8-K

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 15, 2017

CSP Inc.

(Exact name of the registrant as specified in its charter)

Massachusetts

(State or other jurisdiction of incorporation)

000-1084304-2441294

(Commission File Number)             (IRS Employer Identification No.)

175 Cabot Street, Suite 210, Lowell, Massachusetts01854

(Address of principal executive offices)                   (Zip Code)

(978) 954-5038

(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 8.01   Other Events.

On May 15, 2017, CSP Inc. (the “Company”) issued a press release announcing that the Company will be filing a Form 12b-25 notification of late filing with the Securities and Exchange Commission for its Quarterly Report on Form 10-Q. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. 

The information set forth in this Form 8-K, including the exhibits attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that Section. The information in this Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

Item 9.01   Financial Statements and Exhibits.

(d)    Exhibits

99.1    Press Release Dated May 15, 2017.

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.

CSP INC.

Date: May 15, 2017                    By: /s/ Gary W. Levine

    Gary W. Levine

    Vice President Finance and

    Chief Financial Officer

EX-99.1

Exhibit 99.1

Contact:Gary Levine

Chief Financial Officer

CSP Inc.

Tel: 978.954.5040

Fax: 978.455.3251

CSP Inc. Announces Filing Extension for Form 10-Q

LOWELL, Mass., May 15, 2017 -- CSP Inc. (NASDAQ:CSPI) today announced that the Company will file a Form 12b-25 notification of late filing with the Securities and Exchange Commission to receive a five day extension to file its Quarterly Report on Form 10-Q (“Quarterly Report”). The delay in the filing of the Quarterly Report is due to extensive testing by its auditors of revenue transactions for the Company’s European operations in accordance with criteria as required by U.S. Generally Accepted Accounting Principles. As a result, the independent auditors have not completed their review of the Company’s financial statements for the Quarterly Report. CSP Inc. anticipates that it will file the Quarterly Report no later than May 22, 2017. The Company also expects to report positive net income and diluted EPS for the second quarter of fiscal 2017.

About CSP Inc.

CSPi (NASDAQ: CSPI) maintains two distinct and dynamic divisions - High Performance Products and Technology Solutions - with a shared vision for technology excellence. CSPi’s High Performance Products division offers extreme-performance Ethernet products for diverse applications, including cybersecurity, financial trading, content creation/distribution, storage networking applications, as well computer signal processing systems. CSPi’s Technology Solutions division provides innovative technology solutions for network solutions, wireless & mobility, unified communications & collaboration, data center solutions, advanced security, along with professional and managed services across those technology focus areas. CSPi Technology Solutions works with the world’s leading IT software and infrastructure companies to create solutions for the unique IT requirements of its customers. For more information, please visit www.cspi.com.

Safe Harbor

The Company wishes to take advantage of the “Safe Harbor” provisions of the Private Securities Litigation Reform Act of 1995 with respect to statements that may be deemed to be forward-looking under the Act. Such forward-looking statements may include, but are not limited to, those related to its anticipated filing date of its Quarterly Report on Form 10-Q and the expectation that the Company expects to report positive net income and diluted EPS for the second quarter of fiscal 2017. The Company cautions that numerous factors could cause actual results to differ materially from forward-looking statements made by the Company. Such risks include the ability of the Company’s auditors to complete their audit, general economic conditions, market factors, competitive factors and pricing pressures, and others described in the Company's filings with the SEC. Please refer to the section on forward-looking statements included in the Company's filings with the Securities and Exchange Commission.