0001140361-13-013413.txt : 20130320 0001140361-13-013413.hdr.sgml : 20130320 20130320164333 ACCESSION NUMBER: 0001140361-13-013413 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130320 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130320 DATE AS OF CHANGE: 20130320 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WINLAND ELECTRONICS INC CENTRAL INDEX KEY: 0000749935 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 410992135 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15637 FILM NUMBER: 13705391 BUSINESS ADDRESS: STREET 1: 1950 EXCEL DR CITY: MANKATO STATE: MN ZIP: 56001 BUSINESS PHONE: 5076257231 MAIL ADDRESS: STREET 1: 1950 EXCEL DRIVE CITY: MANKATO STATE: MN ZIP: 56001 8-K 1 form8k.htm WINLAND ELECTRONICS INC 8-K 3-20-2013 form8k.htm


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): March 20, 2013

WINLAND ELECTRONICS, INC.
(Exact name of registrant as specified in its charter)

Minnesota
(State or Other Jurisdiction of Incorporation)

1-15637
 
41-0992135
(Commission File Number)
 
(IRS Employer Identification No.)

1950 Excel Drive
Mankato, Minnesota 56001
(Address of Principal Executive Offices)  (Zip Code)

(507) 625-7231
(Registrant’s telephone number, including area code)

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))



 
 

 
 
Item 3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On March 20, 2013, Winland Electronics, Inc. issued a press release announcing that its Common Stock would begin trading on the OTCQB Market effective on Thursday, March 21, 2013.

The full text of the press release is set forth in Exhibit 99.1 attached hereto and is incorporated in this Report as if fully set forth herein.

Item 9.01
Financial Statements and Exhibits.

(a)
Financial Statements:  None.

(b)
Pro forma financial information:  None.

(c)
Shell company transactions:  None.

(d)
Exhibits:

 
99.1
Press Release dated March 20, 2013 announcing Winland’s Common Stock to Begin Trading on the OTCQB Market.
 
 
 

 
 
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.

Dated:  March 20, 2013

  WINLAND ELECTRONICS, INC.  
       
  By 
/s/ Brian D. Lawrence
 
   
Brian D. Lawrence
 
   
Chief Financial Officer and
 
   
Senior Vice President
 
 
 
 

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

EXHIBIT INDEX TO FORM 8-K

Date of Report:
 
Commission File No.:
March 20, 2013
 
001-15637
     
 
   WINLAND ELECTRONICS, INC.
 
     
EXHIBIT NO.
ITEM
 
     
Press Release dated March 20, 2013 announcing Winland’s Common Stock to Begin Trading on the OTCQB Market.
 
 

 
EX-99.1 2 ex99_1.htm EXHIBIT 99.1 ex99_1.htm
EXHIBIT 99.1
 
Winland Electronics, Inc. Common Stock to Begin Trading on the OTCQB Market

Mankato, Minn. / March 20, 2013 - Winland Electronics, Inc. (NYSE Amex: WEX) today announced that its common stock will begin trading on the OTCQB Marketplace under the ticker symbol “WELX” commencing tomorrow, March 21, 2013.  Investors will be able to view the Real Time Level II stock quotes for “WELX” at http://www.otcmarkets.com/stock/welx/quote.

The move to the OTCQB does not change Winland’s SEC reporting obligations under applicable securities laws.  Accordingly, Winland will continue to file its Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K.

About OTC Markets Group Inc.
 
OTC Markets Group Inc. operates open, transparent and connected financial marketplaces for investors to easily trade almost 10,000 equity and debt securities through the broker of their choice.  OTC Markets Group organizes these securities into tiered marketplaces to inform investors of opportunities and risks.  OTC Markets Group’s data-driven platform enables efficient trading through any broker at the best possible prices and empowers a broad range of companies to improve the quality and availability of information for their investors.

About Winland Electronics
 
Winland Electronics, Inc. (www.winland.com), is an industry leader of critical condition monitoring devices. Products including EnviroAlert, WaterBug, TempAlert, Vehicle Alert and more are designed in-house to monitor critical conditions for industries including health/medical, grocery/food service, commercial/industrial, as well as agriculture and residential. Proudly made in the USA, Winland products are compatible with any hard wire or wireless alarm system and are available through distribution worldwide. Headquartered in Mankato, MN, Winland currently trades on the NYSE Amex Exchange under the symbol WEX but it will shortly be listed on the OTCQB Market under the symbol WELX.

Forward-Looking Statements
 
Certain of the matters set forth in this press release are forward-looking and involve a number of risks and uncertainties.  These statements are based on management's current expectations or beliefs.  Actual results may vary materially from those expressed or implied by the statements herein.  Among the factors that could cause actual results to differ materially are the following: competition; business conditions and industry growth; general economic conditions; working capital needs; loss of key personnel; product development; and the other risks that are described from time to time in the Winland’s SEC reports.  Winland is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements, whether as a result of new information, future events, changes in assumptions or otherwise.
 
CONTACT:
 
Brian Lawrence
 
Tony Carideo
   
CFO & Senior Vice President
 
The Carideo Group, Inc.
   
(507) 625-7231
 
(612) 317-2880