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) May 23, 2011
Technical Communications Corporation
(Exact name of registrant as specified in its charter)
Massachusetts |
0-8588 |
04-2295040 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
100 Domino Drive, Concord, MA |
01742 |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (978) 287-5100
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 May 23, 2011, the Company notified The NASDAQ Stock Market of the unexpected death of Robert T. Lessard, a valued member of the Company's Board of Directors and Audit Committee. As a result of Mr. Lessard's death, the Company is not in compliance with listing requirement 5605(c)(2), which requires that the Company's Audit Committee be comprised of at least three directors, all of whom are independent. By letter dated May 25, 2011, NASDAQ confirmed that the Company will have a cure period to regain compliance, such compliance to be achieved by the earlier of the Company's next annual shareholders' meeting or May 18, 2012. The Board of Directors has begun a search for a new director, whom will also serve on the Company's Audit Committee as an independent director. A copy of the press release dated May 27, 2011 describing such event is attached as Exhibit 99.1 to this report and incorporated herein.
Item 9.01. Financial Statements and Exhibits.
a. Financial statements of businesses acquired. Not applicable. b. Pro forma financial information. Not applicable. c. Shell company transactions. Not applicable d. Exhibits. Exhibit No. Title Press Release dated May 27, 2011
SIGNATURE
Pursuant to the requirements 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 hereunto duly authorized.
| Technical Communications Corporation
(Registrant) |
||
| May 27, 2011
(Date) |
/s/ CARL H. GUILD, JR.
Carl H. Guild, Jr. President and Chief Executive Officer |
EXHIBIT 99.1
CONCORD, Mass., May 27, 2011 (GLOBE NEWSWIRE) -- Technical Communications Corporation (Nasdaq:TCCO) today announced the unfortunate and unexpected passing of long time director and member of its Audit Committee, Robert T. Lessard. Mr. Lessard has been a valued member of the Company since 1997. Mr. Lessard will be remembered for the many significant contributions he has made to the Company over the past 14 years.
In conjunction with the passing of Mr. Lessard, the Company notified The NASDAQ Stock Market on May 23, 2011 that it was no longer in compliance with Rule 5605(c)(2). This rule requires the Company to maintain an audit committee comprised of at least three directors, all of whom must be independent. On May 25, 2011, NASDAQ notified the Company that it has been provided a cure period in order to regain compliance until the earlier of the Company's next annual shareholders' meeting or May 18, 2012. The Board of Directors has begun a search for a new independent director and audit committee member and expects to be in compliance with Nasdaq Rule 5605(c)(2) prior to the expiration of the cure period.
About Technical Communications Corporation
TCC designs, manufactures, and supports superior grade secure communications systems that protect highly sensitive information transmitted over a wide range of data, voice and fax networks. TCC's security solutions protect information privacy on every continent in over 115 countries. Government agencies, militaries, financial institutions, telecommunications carriers and multinational corporations worldwide rely on TCC to protect their communications networks.
Statements made in this press release, including any discussion of our anticipated operating results, financial condition and earnings, including statements about the Company's ability to achieve and sustain growth and profitability and expand product lines and market share, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements, identified by the use of such terms as "anticipates," "believes," "expects," "may," "plans" and "estimates," among others, involve known and unknown risks. The Company's results may differ significantly from the results expressed or implied by such forward-looking statements. The Company's results may be affected by many factors, including but not limited to future changes in export laws or regulations, changes in technology, the effect of foreign political unrest, the ability to hire, retain and motivate technical, management and sales personnel, the risks associated with the technical feasibility and market acceptance of new products, changes in telecommunications protocols, the effects of changing costs, exchange rates and interest rates, and the Company's ability to secure adequate capital resources. These and other risks are detailed from time to time in the Company's filings with the Securities and Exchange Commission, including the Company's Quarterly Report on Form 10-Q for the quarters ended March 26, 2011 and December 25, 2010 and its Annual Report on Form 10-K for the fiscal year ended September 25, 2010.
CONTACT: Michael P. Malone
Chief Financial Officer
(978) 287-5100
www.tccsecure.com