0001185185-13-001516.txt : 20130725 0001185185-13-001516.hdr.sgml : 20130725 20130725164749 ACCESSION NUMBER: 0001185185-13-001516 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130725 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130725 DATE AS OF CHANGE: 20130725 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TEL INSTRUMENT ELECTRONICS CORP CENTRAL INDEX KEY: 0000096885 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS & ACCESSORIES [3670] IRS NUMBER: 221441806 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31990 FILM NUMBER: 13986923 BUSINESS ADDRESS: STREET 1: ONE BRANCA ROAD CITY: EAST RUTHERFORD STATE: NJ ZIP: 07073 BUSINESS PHONE: 2019331600 MAIL ADDRESS: STREET 1: ONE BRANCA ROAD CITY: EAST RUTHERFORD STATE: NJ ZIP: 07073 8-K 1 telinstrument8k072513.htm telinstrument8k072513.htm
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): July 25, 2013

TEL-INSTRUMENT ELECTRONICS CORP.
(Exact name of registrant as specified in its charter)

New Jersey
001-31990
22-1441806
(State or other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)

One Branca Road
East Rutherford, New Jersey 07073
(Address of principal executive offices)

(201) 933-1600
(Telephone number, including area code)

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))

 
 
 
 
Section 3 – Securities and Trading Markets
 
Item 3.01.  Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
 
On July 17, 2013, it received a letter from the staff of the NYSE MKT (“Exchange”) that, based on the Tel’s financial statements at March 31, 2013, Tel was no longer in compliance with the minimum stockholders’ equity requirement of $4.0 million, and had also reported net losses in three of its last four fiscal years.
 
The Company was previously issued a letter indicating that the Company was below certain of the Exchange’s continued listing standards. Specifically, the Company was not in compliance with Section 1000(a) (i) in that it has sustained losses which are so substantial in relation to its overall operations or its existing financial resources, or its financial condition has become so impaired that it appears questionable, in the opinion of the Exchange, as to whether such issuer will be able to continue operations and/or meet its obligations as they mature.
 
The Company submitted a plan to the Exchange, and based on the information provided by the Company on June 17, 2013, the Exchange has determined that the Company has made a reasonable demonstration of its ability to regain compliance. As such, the Company listing is being continued pursuant to an extension and will continue to be monitored against this plan with the next NYSE evaluation date being August 15, 2013. Failure to make progress against this plan could result in the Exchange staff initiating delisting provisions. The Company is optimistic that it will demonstrate sufficient progress to maintain our NYSE-MKT listing. This plan will be contingent upon a full production release from the U.S. Army on the TS-4530A program.
 
The Company has been given a separate plan period, until November 7, 2014, to regain compliance under Section 1003(a) (ii) of the NYSE Company Guide regarding the deficiency in stockholders’ equity. The plan submitted on June 17, 2013, and accepted by the Exchange, if met, will allow the Company to meet this requirement.
 
Section 7 – Regulation FD
 
Item 7.01.  Regulation FD Disclosure
 
Tel-Instrument Electronics Corp. also announced that it has begun shipments this week on the $3.3 million TS-4530A interim production release. This program represents a key component of our plan to regain compliance with the Exchange’s listing standards.
 
A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.
 
Item 9.01.  Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit No.         Description
 
 
 
*Filed herewith
 
 
 
 
 
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.
 
 
TEL-INSTRUMENT ELECTRONICS CORP.
   
       
Date: July 25, 2013
By:
/s/ Joseph P. Macaluso
  
   
Name: Joseph P. Macaluso
  
   
Title: Principal Accounting Officer
  

 
 
 
 
 EX-99.1 2 ex99-1.htm ex99-1.htm
Exhibit 99.1
 
Tel-Instrument Electronics Corp. Announces Receipt of NYSE MKT Non-Compliance Letter Regarding Minimum Equity Requirement and Commencement of TS-4530A Deliveries
 
East Rutherford, NJ – July 25, 2013 – Tel Instrument Electronics Corp. (“Tel” or “Company”) announced today that on July 17, 2013, it received a letter from the staff of the NYSE MKT (“Exchange”) that, based on the Tel’s financial statements at March 31, 2013, Tel was no longer in compliance with the minimum stockholders’ equity requirement of $4.0 million, and had also reported net losses in three of its last four fiscal years.
 
The Company also announced that it has begun shipments this week on the $3.3 million TS-4530A interim production release. This program represents a key component of our plan to regain compliance with the Exchange’s listing standards.
 
The Company was previously issued a letter indicating that the Company was below certain of the Exchange’s continued listing standards. Specifically, the Company was not in compliance with Section 1000(a) (i) in that it has sustained losses which are so substantial in relation to its overall operations or its existing financial resources, or its financial condition has become so impaired that it appears questionable, in the opinion of the Exchange, as to whether such issuer will be able to continue operations and/or meet its obligations as they mature.
 
The Company submitted a plan to the Exchange, and based on the information provided by the Company on June 17, 2013, the Exchange has determined that the Company has made a reasonable demonstration of its ability to regain compliance. As such, the Company listing is being continued pursuant to an extension and will continue to be monitored against this plan with the next NYSE evaluation date being August 15, 2013. Failure to make progress against this plan could result in the Exchange staff initiating delisting provisions. The Company is optimistic that it will demonstrate sufficient progress to maintain our NYSE-MKT listing. This plan will be contingent upon a full production release from the U.S. Army on the TS-4530A program.
 
The Company has been given a separate plan period, until November 7, 2014, to regain compliance under Section 1003(a) (ii) of the NYSE Company Guide regarding the deficiency in stockholders’ equity. The plan submitted on June 17, 2013, and accepted by the Exchange, if met, will allow the Company to meet this requirement.
 
About Tel-Instrument Electronics Corp
 
Tel-Instrument is a leading designer and manufacturer of avionics test and measurement solutions for the global commercial air transport, general aviation, and government/military aerospace and defense markets. Tel-Instrument provides instruments to test, measure, calibrate, and repair a wide range of airborne navigation and communication equipment. For further information please visit our website at www.telinstrument.com.
 

 
 
 
 
# # #
 
This press release includes statements that are not historical in nature and may be characterized as “forward-looking statements,” including those related to future financial and operating results, benefits, and synergies of the combined companies, statements concerning the Company’s outlook, pricing trends, and forces within the industry, the completion dates of capital projects, expected sales growth, cost reduction strategies, and their results, long-term goals of the Company and other statements of expectations, beliefs, future plans and strategies, anticipated events or trends, and similar expressions concerning matters that are not historical facts. All predictions as to future results contain a measure of uncertainty and, accordingly, actual results could differ materially. Among the factors which could cause a difference are: changes in the general economy; changes in demand for the Company’s products or in the cost and availability of its raw materials; the actions of its competitors; the success of our customers; technological change; changes in employee relations; government regulations; litigation, including its inherent uncertainty; difficulties in plant operations and materials; transportation, environmental matters; and other unforeseen circumstances. A number of these factors are discussed in the Company’s previous filings with the Securities and Exchange Commission. The Company disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this press release.
 

 
Contacts
 
Tel-Instrument Electronics Corp
Joseph P. Macaluso, 201-933-1600
or
Institutional Marketing Services (IMS)
John Nesbett or Jennifer Belodeau
203-972-9200
jnesbett@institutionalms.com