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 25, 2016
Sono-Tek Corporation
(Exact name of registrant as specified in its charter)
Commission File Number: 0-16035
| New York | 14-1568099 |
| (State of Incorporation) | (I.R.S. Employer ID No.) |
| 2012 Route 9W, Milton, New York | 12547 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code (845) 795-2020
Check appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under 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 2.02: Results of Operations and Financial Condition.
Item 7.01: Regulation FD Disclosure
On August 26, 2016, Sono-Tek Corporation issued a press release regarding comments made by Dr. Christopher L. Coccio, Chairman and CEO and R. Stephen Harshbarger, President, at the Company’s annual meeting of shareholders held on August 25, 2016, in the form attached as exhibit 99.1.
Item 5.07: Submission of Matters to a Vote of Security Holders.
The following matters were voted upon at the Company’s annual meeting of shareholders held on August 25, 2016:
| 1. | The shareholders elected, by a plurality of the votes cast, all four nominees to the Board of Directors to serve until the Annual Meeting of Shareholders in 2018 and until their successors are duly elected and qualified. |
| Nominee | For | Against | Broker Non-Votes | |
| Edward J. Handler, III | 3,480,706 | 22,700 | 7,487,459 | |
| Eric Haskell | 3,481,206 | 22,200 | 7,487,459 | |
| Dr. Donald F. Mowbray | 3,480,706 | 22,700 | 7,487,459 | |
| Samuel Schwartz | 3,480,206 | 23,200 | 7,487,459 |
Dr. Christopher L. Coccio, Dr. Joseph Riemer, Philip Strasburg and R. Stephen Harshbarger, who were not standing for re-election, continued to serve as Directors following the annual meeting.
| 2. | The shareholders ratified by the affirmative vote of the majority of the votes cast on the proposal, the appointment of Ligget & Webb, P.A., as the Company’s independent auditors for the fiscal year ending February 28, 2017. |
| For: | 10,796,572 | |
| Against: | 45,006 | |
| Abstained: | 149,287 | |
| There were no broker non-votes. | ||
| 3. | The shareholders approved, in a non-binding advisory vote, the compensation of the Company’s named executive officers. |
| For: | 3,129,253 | |
| Against: | 78,540 | |
| Abstained: | 295,613 | |
| Broker non Votes: | 7,487,459 |
Item 9.01: Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release dated August 26, 2016.
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.
SONO-TEK CORPORATION
By: /s/ Stephen J. Bagley
Stephen J. Bagley
Chief Financial Officer
August 26, 2016
Exhibit 99.1
Sono-Tek Holds Annual Shareholders Meeting and Confirms Second Quarter Fiscal 2017 Sales Guidance
Milton, NY, August 26, 2016 - Sono-Tek Corporation (OTCQX: SOTK) held its Annual Shareholders Meeting on August 25, 2016 in Milton, New York. The business review presentation used is available online at the Company’s website: http://www.sono-tek.com/annual-meeting/. The results of Fiscal Year 2016, which ended on February 29, 2016, were discussed.
During the meeting, Dr. Christopher L. Coccio, Chairman and CEO, highlighted the past year’s business performance which resulted in a 9% increase in sales over the previous fiscal year. He reviewed the performance of the Company’s diversification strategy in terms of new products and markets, coupled with geographical expansion to multiple areas of the world. Robb Engle, VP of Engineering, discussed the New Product Development program and the resulting three new product platforms created in the past year. These new product platforms have already led to several orders in new areas for Sono-Tek, and this will continue to be the heart of the Company’s business growth model.
The Company’s President, R. Stephen Harshbarger, described the current outlook for FY 2017, in which the Company is anticipating a dip in sales compared to FY 2016 due to global economic conditions, particularly in China and parts of Latin America. The decrease in sales has primarily affected the float glass, fluxer, and medical stent segments in the first two quarters of fiscal 2017. He described the Company’s actions to expand into additional markets with the creation of new products, in conjunction with front-end investment in sales personnel and expanded trade show participation. Mr. Harshbarger stated that, “Orders and quotations for newly released products are accelerating; and helping to offset the sales decline we are seeing with our more established product lines due to global economic conditions. In addition, the Company’s Lean manufacturing program is already having a positive impact in terms of decreased unit costs, decreased inventory tie-up, and shorter cycle times.”
Since the meeting occurred just prior to the end of the second quarter of the Company’s current fiscal year, the Company indicated that the guidance provided in its last quarterly press release dated July 14, 2016, is still accurate, and its sales volume for the quarter ending August 31, 2016 will be comparable to sales for the quarter ended May 31, 2016. The Company is anticipating an increase in its sales volume in the second half of the year. This increase, coupled with cost reductions, should enable the Company to achieve a profitable result by the end of the Fiscal Year.
For further information, contact Dr. Christopher L. Coccio, at 845-795-2020, or visit our website at www.sono-tek.com.
Sono-Tek Corporation is a leading developer and manufacturer of liquid spray products based on its proprietary ultrasonic nozzle technology. Founded in 1975, the Company’s products have long been recognized for their performance, quality, and reliability.
This release contains forward looking statements regarding future events and the future performance of Sono-Tek Corporation that involve risks and uncertainties that could cause actual results to differ materially. These factors include, among other considerations, general economic and business conditions, including the economies of China and Latin America; political, regulatory, competitive and technological developments affecting our operations or the demand for our products; timely development and market acceptance of new products; returns on our investment in additional sales personnel; continued efficacy of our Lean manufacturing program; adequacy of financing; capacity additions, the ability to enforce patents and create new applications; strength of sales in the glass coating, fluxer and medical stent markets; our ability to maintain and build backlog, achieve increased sales volume at projected levels and continued profitability. We refer you to documents that the company files with the Securities and Exchange Commission, which includes Form 10-K and Form 10-Qs containing additional important information.
| Fiscal Year Ended | ||||||||
| February 29, 2016 | February 28, 2015 | |||||||
| Net Sales | $ | 11,833,730 | $ | 10,849,475 | ||||
| Gross Profit | $ | 5,637,777 | $ | 5,215,110 | ||||
| Operating Income | $ | 740,291 | $ | 850,194 | ||||
| Net Income | $ | 547,729 | $ | 606,133 | ||||
| Basic Earnings Per Share | $ | 0.04 | $ | 0.04 | ||||
| Diluted Earnings Per Share | $ | 0.04 | $ | 0.04 | ||||
| Weighted Average Shares - Basic | 14,943,018 | 14,737,204 | ||||||
| Weighted Average Shares - Diluted | 15,029,601 | 14,846,808 | ||||||