0001437749-19-013500.txt : 20190703 0001437749-19-013500.hdr.sgml : 20190703 20190703161225 ACCESSION NUMBER: 0001437749-19-013500 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190628 ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Material Modifications to Rights of Security Holders FILED AS OF DATE: 20190703 DATE AS OF CHANGE: 20190703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHWEST PIPE CO CENTRAL INDEX KEY: 0001001385 STANDARD INDUSTRIAL CLASSIFICATION: STEEL PIPE & TUBES [3317] IRS NUMBER: 930557988 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27140 FILM NUMBER: 19942021 BUSINESS ADDRESS: STREET 1: 201 NE PARK PLAZA DRIVE STREET 2: SUITE 100 CITY: VANCOUVER STATE: WA ZIP: 98684 BUSINESS PHONE: 3603976250 MAIL ADDRESS: STREET 1: 201 NE PARK PLAZA DRIVE STREET 2: SUITE 100 CITY: VANCOUVER STATE: WA ZIP: 98684 8-K 1 nwpx20190625_8k.htm FORM 8-K nwpx20190625_8k.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): June 28, 2019

 

NORTHWEST PIPE COMPANY

(Exact name of registrant as specified in its charter)

 

OREGON

0-27140

93-0557988

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

201 NE Park Plaza Drive, Suite 100

Vancouver, WA 98684

(Address of principal executive offices and Zip Code)

 

Registrant’s telephone number, including area code: 360-397-6250

 

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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company    ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ☐

 

Securities registered pursuant to Section 12(b) of the Act:

 

         Title of each class         

    Trading Symbol(s)  

    Name of each exchange on which registered     

Common Stock, par value $0.01 per share

NWPX

Nasdaq Global Select Market

Preferred Stock Purchase Rights

n/a

Nasdaq Global Select Market

 

 
 

 

Item 1.02.

TERMINATION OF MATERIAL DEFINITIVE AGREEMENT

 

 

 

On June 28, 2019, the Amended and Restated Rights Agreement dated June 18, 2009 between Northwest Pipe Company (the “Company”) and Mellon Investor Services LLC as Rights Agent (succeeded by Computershare Trust Company, N.A. as Rights Agent) (the “Rights Agreement”) expired in accordance with its terms and is of no further force or effect. The Preferred Stock Purchase Rights distributed to holders of the Company’s common stock pursuant to the Rights Agreement expired upon the expiration of the Rights Agreement.

 

Item 3.01

NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING
   
 

On July 3, 2019, the Company notified the Nasdaq Stock Market (“Nasdaq”) that the Company is not in compliance with Nasdaq Listing Rule 5605(c)(2) requiring the Company to have an Audit Committee comprised of at least three independent directors. The Company's noncompliance with this listing rule resulted from Harry Demorest's retirement from the Company's Board of Directors (including as a member of the Board's Audit Committee) on June 20, 2019.
   
  Consequently, on July 3, 2019 the Company received a written notification (the “Notice”) from Nasdaq that, as a result of Mr. Demorest's retirement, the Company no longer complies with Nasdaq's audit committee requirements as set forth in Nasdaq Listing Rule 5605. The Notice confirms that, pursuant to Nasdaq Listing Rule 5605(c)(4)(B), the Company will be provided with a cure period to regain compliance as follows:
  ● until the earlier of the Company’s next annual shareholders’ meeting or June 20, 2020; or
  ●

if the next annual shareholders’ meeting is held before December 17, 2019, then the Company must evidence compliance no later than December 17, 2019.

 

  The Company's Board of Directors is currently working to identify candidates to replace Mr. Demorest and to appoint a director and Audit Committee member who satisfies the independence and other relevant Audit Committee requirements of the Nasdaq Listing Rules prior to the expiration of the applicable cure period.
   

Item 3.03.

MATERIAL MODIFICATION OF RIGHTS OF SECURITIES HOLDERS

 

 

 

The information set forth under Item 1.02 is incorporated herein by reference.

 

 
 

 

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 on July 3, 2019.

 

 

NORTHWEST PIPE COMPANY

 

(Registrant)

 

 

 

 

By

/s/ Robin Gantt

 

 

Robin Gantt,

 

 

Senior Vice President, Chief Financial Officer,

and Corporate Secretary