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: July 9, 2014
(Date of earliest event reported)
THE STANDARD REGISTER COMPANY
(Exact name of Registrant as specified in its Charter)
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Ohio (State or other jurisdiction of incorporation) | 1-1097 (Commission File No.) | 31-0455440 (IRS Employer Identification Number) |
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600 Albany Street, Dayton, Ohio | 45417 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (937) 221-1000
N/A
(Former name or former address, if changed since last report)
Item 3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing
On July 9, 2014 the Company received notice from the New York Stock Exchange (“NYSE”) that the Company was not in compliance with the NYSE’s continuing listing standard in Section 802.01B(l) of the NYSE Listed Company Manual which requires listed companies to maintain market capitalization in excess of $50 million.
On July 11, 2014 the Company issued a press release disclosing its receipt of the NYSE notice and its response. The press release is filed as Exhibit 99.1 with this Form 8-K and is incorporated by reference herein.
Item 9.01
Financial Statements and Exhibits.
(c)
Exhibits
Exhibit No.
Description
99.1
Press Release dated July 11, 2014
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.
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REGISTRANT | THE STANDARD REGISTER COMPANY |
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Date: July 11, 2014 | By: /s/Gerard D. Sowar |
| Gerard D. Sowar, Executive Vice President, General Counsel and Secretary |
Exhibit 99.1
Standard Register®
ADVANCING YOUR REPUTATION
600 Albany St. · Dayton, OH 45417
Investor and media contact:
937.221.1000 · 937.221.1205 (fax)
Carol Merry 614.383.1624
www.standardregister.com
carol.merry@fahlgren.com
Standard Register Receives Notification of Non-Compliance from NYSE
DAYTON, Ohio (July 11, 2014) – Standard Register (NYSE: SR) today announced that on July 9, 2014, it was notified by the New York Stock Exchange (NYSE) that it is not in compliance with the NYSE’s continued listing standards. Standard Register is considered below the criteria since the Company’s average market capitalization was less than $50 million over a 30 trading-day period and at the same time its stockholders’ equity was less than $50 million.
“We are realizing the benefits of the acquisition of WorkflowOne, including strengthening sales pipelines across our solutions portfolio, as we continue with the integration. We anticipate at least $40 million in annual savings when complete at the end of 2015, and look forward to sharing our progress and future plans for long-term value creation with the NYSE,” said Joseph P. Morgan, Jr., president and chief executive officer.
In accordance with NYSE procedures, Standard Register has notified the NYSE that it will submit a business plan within 45 days from receipt of the NYSE notice that demonstrates the Company’s ability to regain compliance. Upon receipt of the plan, the NYSE has 45 days to review and determine whether the Company has made a reasonable demonstration of the ability to come into conformity with the relevant standards. Assuming the NYSE accepts the plan, it will determine the appropriate period for the Company to regain compliance.
About Standard Register
Standard Register (NYSE:SR), is trusted by the world’s leading companies to advance their reputations and add value to their operations by aligning communications with corporate brand standards. Providing market-specific insights and a compelling portfolio of workflow, content and analytics solutions to address the changing business landscape in healthcare, financial services, manufacturing and retail markets, Standard Register is the recognized leader in the management and execution of mission-critical communications. More information is available at http://www.standardregister.com.
Forward Looking Statements
This press release contains forward-looking statements covered by the Private Securities Litigation Reform Act of 1995. Because such statements deal with future events, they are subject to various risks and uncertainties and actual results could differ materially from the Company’s current expectations. Factors that could cause the Company’s results to differ materially from those expressed in forward-looking statements include, without limitation, our ability to successfully integrate the acquired assets or achieve the expected synergies of the WorkflowOne acquisition, access to capital for expanding in our solutions, the pace at which digital technologies and electronic health records (EHR) adoption erode the demand for
certain products and services, the success of our plans to deal with the threats and opportunities brought by digital technology, results of cost containment strategies and restructuring programs, our ability to attract and retain key personnel, variation in demand and acceptance of the Company’s products and services, frequency, magnitude and timing of paper and other raw material price changes, the timing of the completion and integration of acquisitions, general business and economic conditions beyond the Company’s control, and the consequences of competitive factors in the marketplace, including the ability to attract and retain customers. The Company undertakes no obligation to revise or update forward-looking statements as a result of new information, since these statements may no longer be accurate or timely. For more information, see the Company’s most recent Form 10-K and other filings with the Securities and Exchange Commission.