-----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, GusGpPkDCZLqJ1aJceRhxtEgMYrhfHh5j36zxRNyWzjS2o1sO4LcsIP2DSZQIb4j 20dPObBCrEAxaVu8JtI3Zg== 0000950152-07-007015.txt : 20070821 0000950152-07-007015.hdr.sgml : 20070821 20070821141744 ACCESSION NUMBER: 0000950152-07-007015 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070816 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: 20070821 DATE AS OF CHANGE: 20070821 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PREFORMED LINE PRODUCTS CO CENTRAL INDEX KEY: 0000080035 STANDARD INDUSTRIAL CLASSIFICATION: WATER, SEWER, PIPELINE, COMM AND POWER LINE CONSTRUCTION [1623] IRS NUMBER: 340676895 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-31164 FILM NUMBER: 071070400 BUSINESS ADDRESS: STREET 1: P.O. BOX 91129 CITY: CLEVELAND STATE: OH ZIP: 44101 8-K 1 l27689ae8vk.htm PREFORMED LINE PRODUCTS COMPANY 8-K Preformed Line Products Company 8-K
 

 
 
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): August 16, 2007
Preformed Line Products Company
(Exact name of registrant as specified in its charter)
         
Ohio
(State or other jurisdiction of
incorporation
  0-31164
(Commission File Number)
  34-0676895
(IRS Employer
Identification No.)
     
660 Beta Drive
Mayfield Village, Ohio
(Address of principal executive offices)
 
44143
(Zip Code)
Registrant’s telephone number, including area code: (440) 461-5200
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 August 10, 2007 the Company filed a Form 12b-25 with the Securities and Exchange Commission to report that the Company would not timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2007. The Form 12b-25 included the following narrative:
The Company is delaying the filing of its Form 10-Q with the Securities and Exchange Commission for the second quarter of 2007 until it completes a new assessment of its reportable segments. It’s possible that the number of the Company’s reportable segments may increase. This increase would be shown in the Company’s second quarter Form 10-Q. The Company needs additional time to complete the analysis concerning its reportable segments. Any conclusion regarding the Company’s reportable segments and related disclosure will have no impact on the consolidated balance sheets or on the statements of consolidated income and cash flow.
Because the Company has not yet been able to file its Form 10-Q for the second quarter, on August 16, 2007 the Company received a Nasdaq Staff Determination letter stating that the Company is not in compliance with Marketplace Rule 4310(c)(14) because the Company did not timely file its report on Form 10-Q for the quarter ended June 30, 2007 and, therefore, that the Company’s Common Shares are subject to delisting from The Nasdaq Global Market (the “Staff Determination”). The Company issued a press release on August 21, 2007 disclosing the receipt of the Staff Determination, see Exhibit 99.1, which is incorporated herein by reference.
In addition to the disclosure in the Form 12b-25 filing the Company previously announced in a press release issued on August 10, 2007 that the Company was delaying the filing of its Form 10-Q with the Securities and Exchange Commission for the second quarter of 2007 until it completes a new assessment of its reportable segments.
As provided for in the Nasdaq Marketplace Rules, the Company has requested a hearing before a Nasdaq Listing Qualifications Panel to review the Staff Determination. No action will be taken to delist the Company’s common shares until the Panel has completed its review, though there can be no assurance that the Panel will grant the Company’s request for continued listing. The Company plans to file its Form 10-Q report for the second quarter of 2007 as soon as practicable following the assessment of its reportable segments.
     
Item 9.01.
  Financial Statements and Exhibits.
(d) Exhibits
     99.1     Press Release dated August 21, 2007.

 


 

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.
         
  PREFORMED LINE PRODUCTS COMPANY
 
 
  /s/ Eric R. Graef    
  Eric R. Graef, Vice President -- Finance, Treasurer   
     
 
DATED: August 21, 2007

 

EX-99.1 2 l27689aexv99w1.htm EX-99.1 EX-99.1
 

Exhibit 99.1
     
For immediate release
August 21, 2007
  Eric R. Graef
Preformed Line Products
(440) 473-9249
Preformed Line Products Received Nasdaq Notice
Regarding Delayed Filing of the Second Quarter 2007 Form 10-Q
MAYFIELD VILLAGE, Ohio, August 21, 2007 — Preformed Line Products Company (Nasdaq: PLPC) today announced that on August 16, 2007 it received a Nasdaq Staff Determination letter stating that the Company is not in compliance with Marketplace Rule 4310(c)(14) because the Company did not timely file its report on Form 10-Q for the quarter ended June 30, 2007 and, therefore, that the Company’s Common Shares are subject to delisting from The Nasdaq Global Market (the “Staff Determination”).
The Company previously announced on August 10, 2007 that the Company was delaying the filing of its Form 10-Q with the Securities and Exchange Commission for the second quarter of 2007 until it completes a new assessment of its reportable segments. Any conclusion regarding the Company’s reportable segments and related disclosure will have no impact on the consolidated balance sheets or on the statements of consolidated income and cash flow.
The Company plans to file its Form 10-Q for the second quarter of 2007 as soon as practicable following the assessment of its reportable segments. The Company believes that the filing of its Form 10-Q for the second quarter will return the Company to full compliance with the Nasdaq Marketplace Rules and should moot the Staff Determination regarding non-compliance. As provided for in the Nasdaq Marketplace Rules, the Company has requested a hearing before a Nasdaq Listing Qualifications Panel to review the Staff Determination. No action will be taken to delist the Company’s Common Shares until the Panel has completed its review, though there can be no assurance that the Panel will grant the Company’s request for continued listing.
Founded in 1947, Preformed Line Products is an international designer and manufacturer of products and systems employed in the construction and maintenance of overhead and underground networks for energy, communications and broadband network companies.

 


 

Exhibit 99.1
Preformed’s world headquarters are in Cleveland, Ohio, and the Company operates four domestic manufacturing centers located in Rogers, Arkansas, Albuquerque, New Mexico, Albemarle, North Carolina, and Asheville, North Carolina. The Company serves its worldwide market through international operations in Australia, Brazil, Canada, China, England, Mexico, New Zealand, South Africa, Spain and Thailand.
This news release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 regarding the Company, including those statements regarding the Company’s and management’s beliefs and expectations concerning the Company’s future performance or anticipated financial results, among others. Except for historical information, the matters discussed in this release are forward-looking statements that involve risks and uncertainties which may cause results to differ materially from those set forth in those statements. Among other things, factors that could cause actual results to differ materially from those expressed in such forward-looking statements include the strength of the economy and demand for the Company’s products, increases in raw material prices, the Company’s ability to identify, complete and integrate acquisitions for profitable growth, and other factors described under the heading “Forward-Looking Statements” in the Company’s Form 10-K filed with the SEC on March 15, 2007. The Form 10-K and the Company’s other filings with the SEC can be found on the SEC’s website at http://www.sec.gov. The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events.

 

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