-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QPwx+uY1pz+sIeP35myydp5jujEfKo1REwboQ6TR/92PzWoKMZVUeNSEWBuXOrei 6Lam51Pn1kCyhnEJfxHvJA== 0000950152-04-000237.txt : 20040114 0000950152-04-000237.hdr.sgml : 20040114 20040114153054 ACCESSION NUMBER: 0000950152-04-000237 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040113 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MICHAEL ANTHONY JEWELERS INC CENTRAL INDEX KEY: 0000799515 STANDARD INDUSTRIAL CLASSIFICATION: JEWELRY, PRECIOUS METAL [3911] IRS NUMBER: 132910285 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10645 FILM NUMBER: 04524906 BUSINESS ADDRESS: STREET 1: 115 SO MACQUESTEN PKWY CITY: MOUNT VERNON STATE: NY ZIP: 10550 BUSINESS PHONE: 9146990000 MAIL ADDRESS: STREET 1: 115 SOUTH MACQUESTEN PKWY STREET 2: 115 SOUTH MACQUESTEN PKWY CITY: MOUNT VERNON STATE: NY ZIP: 10550 8-K 1 l05096ae8vk.txt MICHAEL ANTHONY JEWELERS, INC. 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) January 13, 2004 MICHAEL ANTHONY JEWELERS, INC. (Exact name of registrant as specified in its charter) Delaware 015230 No. 13-2910285 (State of Incorporation) (Commission file number) (I.R.S. Employer Identification No.) 115 South MacQuesten Parkway Mount Vernon, New York 105501724 (Address of principal executive offices) Registrant's telephone number, including area code: (914) 699-0000 Page 1 of 4 Exhibit Index on Page 2 ITEM 5. OTHER EVENTS Michael Anthony Jewelers, Inc. (the "Company") is filing this report on Form 8-K to report that the Company intends to delist its common stock from the American Stock Exchange and to deregister its common stock and suspend its reporting obligations under the Securities Exchange Act of 1934. A copy of the press release relating to this announcement is attached as Exhibit 99 hereto and incorporated herein by reference. ITEM 7. FINANCIAL STATEMENT AND EXHIBITS The following exhibit is filed with this report. C. Exhibits 99 Press Release issued January 13, 2004. 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 thereunto duly authorized. MICHAEL ANTHONY JEWELERS, INC. Dated: January 14, 2004 By: \s\ Michael A. Paolercio ------------------------- Michael A. Paolercio Senior Vice President and Treasurer Page 2 of 4 Exhibit Index on Page 2 EX-99 3 l05096aexv99.txt EXHIBIT 99 PRESS RELEASE 8-K Exhibit 99 THE BRAND AMERICA TRUSTS...THE JEWELRY AMERICA WEARS MICHAEL ANTHONY MICHAEL ANTHONY JEWELERS, INC. 115 South MacQuesten Pkwy Mt. Vernon, New York 10550-1724 Phone: (914)-699-0000 Fax: (914)-699-2335 CONTACT: MICHAEL PAOLERCIO CHIEF EXECUTIVE OFFICER 914-699-0000, EXT. 290 FOR IMMEDIATE RELEASE MICHAEL ANTHONY JEWELERS, INC. ANNOUNCES ITS INTENTION TO DELIST ITS STOCK FROM THE AMERICAN STOCK EXCHANGE AND TO DEREGISTER ITS COMMON STOCK WITH THE SECURITIES AND EXCHANGE COMMISSION MT. VERNON, NY, JANUARY 13, 2004 - Michael Anthony Jewelers, Inc. (AMEX: MAJ) today announced its intention to delist its common stock from the American Stock Exchange and to deregister its common stock and suspend its reporting obligations under the Securities Exchange Act of 1934. The Company has begun the process of filing its request for withdrawal with the American Stock Exchange. According to Michael Paolercio, the Company's Chief Executive Officer, "After careful consideration, our board of directors has decided to take this action because we believe that the advantages of continuing as a reporting company are far outweighed by the disadvantages." Mr. Paolercio stated that the board of directors considered a number of factors in making this decision, including the following: o the dramatically increased costs, both direct and indirect, associated with the preparation and filing of the Company's periodic reports with the SEC; o the expected substantial increase in costs associated with being a public company in light of new regulations promulgated as a result of the Sarbanes-Oxley Act of 2002; o the Company has fewer than 300 registered stockholders; and o the lack of analyst coverage and minimal liquidity for the Company's common stock. Mr. Paolercio said, "Avoiding the additional auditing fees and the additional legal fees as well as the increased costs of complying with the Sarbanes Oxley Act requirements will result in significant savings for the Company. For a company our size, the additional costs cannot be justified. We believe the Company and its shareholders are better off in the long run if the Company's management focuses its attention and resources on implementing the Company's business plan and building long term value." Page 3 of 4 Exhibit Index on Page 2 Mr. Paolercio indicated that the Company currently intends to issue press releases and periodic financial information available to its stockholders and to hold annual meetings as required by Delaware law. After delisting, the Company's common stock will no longer trade on the American Stock Exchange. The Company currently expects that its common stock will trade through the Pink Sheets(R), an electronic quotation service for over-the-counter stocks, although no assurance can be given that a broker will make a market in the stock. Michael Anthony Jewelers is a leading designer, marketer and manufacturer of affordable fine jewelry, whose customers include jewelry chain stores, discount stores, department stores, television shopping networks, catalogue retailers and wholesalers. # # # Except for historical information contained herein, the matters set forth in this news release are forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. These uncertainties include delays in making the filings or actions by the AMEX or SEC concerning the filings. Page 4 of 4 Exhibit Index on Page 2 -----END PRIVACY-ENHANCED MESSAGE-----