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): November 23, 2011
Williams Controls, Inc.
(Exact name of Company as specified in its charter)
| Delaware | 0-18083 | 84-1099587 |
| ------------------------- | ------------------------- | ------------------------- |
|
(State or other jurisdiction of incorporation) |
(Commission File No.) |
(I.R.S. Employer Identification No.) |
14100 S.W. 72nd Avenue
Portland, OR 97224
(Address of principal executive offices)
(503) 684-8600
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:
| £ | 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 November 23, 2011, Williams Controls, Inc. (the “Company”) issued a press release announcing that it filed an application for listing on the New York Stock Exchange Amex (“NYSE Amex”). The Company expects to begin trading on the NYSE Amex on December 7, 2011 (subject to approval by the NYSE Amex) under the stock symbol “WMCO.” The Company will continue to trade on the NASDAQ Global Market until that time under the stock symbol “WMCO.”
On November 23, 2011, the Company informed the NASDAQ Global Market of its intention to transfer the listing to the NYSE Amex and to cease trading on the NASDAQ effective as of the market close on December 6, 2011.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| 99.1 | Press Release issued by Williams Controls, Inc. on November 23, 2011. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portland, State of Oregon, on November 23, 2011.
| WILLIAMS CONTROLS, INC. | |||
| By: | /s/ DENNIS E. BUNDAY | ||
| Dennis E. Bunday | |||
| Executive Vice President and Chief Financial Officer | |||
EXHIBIT INDEX
| Exhibit No. | Document Description | |
| 99.1 | Press Release issued by Williams Controls, Inc. on November 23, 2011 |
Williams Controls, Inc.
| News Release | Contact: | Mike Rusk |
| Financial Controller | ||
| For Immediate Release | Telephone: | (503) 684-8600 |
WILLIAMS CONTROLS TRANSFERS STOCK EXCHANGE LISTING
PORTLAND, OR….November 23, 2011….Williams Controls, Inc. (the “Company”) (NasdaqGM: WMCO) today announced that its Board of Directors has elected to transfer its stock exchange listing from the NASDAQ Global Market to the NYSE Amex. The Company expects its common stock to commence trading on the NYSE Amex on December 7, 2011, under its same ticker symbol, “WMCO.” Williams Controls’ common stock will continue to trade on the NASDAQ Global Market until its transfer to the NYSE Amex is complete.
Commenting on the move to the NYSE Amex, President and CEO Patrick Cavanagh stated, “After careful consideration, Williams Controls’ Board of Directors decided to transfer our company listing to the NYSE Amex. We believe the move will provide our shareholders with a better trading structure, consistent with our efforts to deliver more value to our shareholders.”
“We welcome Williams Controls, Inc. to the NYSE Euronext family of listed companies and to NYSE Amex,” said Scott Cutler, Co-Head of U.S. Listings and Cash Execution, NYSE Euronext. “Williams Controls, Inc. and its shareholders will benefit from superior market quality and technology, a broad array of issuer and investor services, and a partnership with the Company and its shareholders.”
ABOUT WILLIAMS CONTROLS
Williams Controls is a leading global designer and manufacturer of Electronic Throttle Control Systems (“ETCs”) for the heavy truck, bus and off-road markets. Williams Controls is headquartered in Portland, Oregon, and employs more than 200 people worldwide at locations in North America, Europe, and Asia. For more information, visit Williams Controls’ website at www.wmco.com. Information posted on our website is not incorporated into, and does not constitute a part of, this release.
The statements included in this news release concerning predictions of economic performance and management’s plans and objectives constitute forward-looking statements made pursuant to the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended. These forward looking statements are based on management’s assumptions and projections, and are sometimes identifiable by use of the words, “expect to,” “plan,” “will,” “believe” and words of similar predictive nature. Because management’s assumptions and projections are based on anticipation of future events, you should not place undue emphasis on forward-looking statements. You should anticipate that our actual performance may vary from these projections, and variations may be material and adverse. You should not rely on forward-looking statements in evaluating an investment or prospective investment in our stock, and when reading these statements you should consider the uncertainties and risks that could cause actual results to differ materially from the forward-looking statements. Factors which could cause or contribute to such differences include, but are not limited to, factors detailed in the Company’s Securities and Exchange Commission filings. Some of these factors include, but are not limited to, the length and severity of any economic downturns affecting our operations, changes in relationships with our suppliers, competition, the concentration of our sales to a limited number of customers, the risk of recall of our products, environmental concerns related to our Portland, Oregon facility, and our ability to attract and retain qualified management and to maintain positive labor relations with our collective bargaining employees. The forward-looking statements contained in this press release speak only as of the date hereof and the Company disclaims any intent or obligation to update these forward-looking statements.
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