UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 1, 2020 (
(Exact name of registrant as specified in its charter)
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(Commission File No.) |
(IRS Employer Identification No.) |
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| (Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including area code:
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)) |
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 | ||
| Item 8.01 | Other Events. |
On November 30, 2020, Armstrong Flooring, Inc. (the “Company”) reached a settlement in principle to fully resolve the securities class action suit, Chupa v. Armstrong Flooring, Inc. et al., Case No. 2-19-cv-09840, initially filed on November 15, 2019, pending against the Company and certain of its former officers in the United States District Court for the Central District of California. The agreement, which is subject to final documentation and Court approval, provides in part for a settlement payment of $3.75 million in exchange for the dismissal and a release of all claims against the defendants in connection with the securities class action suit. The $3.75 million settlement payment will be paid by the Company’s insurance provider under its insurance policy.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that do not represent historical facts and may be based on underlying assumptions. The Company uses words and phrases such as “an agreement,” “subject to,” “would,” “expects,” “provides” and similar expressions to identify forward-looking statements in this report, including forward-looking statements regarding the Company’s ability to settle all claims for $3.75 million. Such forward-looking statements are based on information available to the Company as of the date of this report and involve a number of risks and uncertainties, some beyond the Company’s control, that could cause actual results to differ materially from those anticipated by these forward-looking statements, including risks and uncertainties such as: (i) the ability to finally document the settlement with the plaintiffs; (ii) the ability to secure final approval from the Court; (iii) the extent to which individual claimants opt out of the class and pursue individual claims; (iv) the ability to overcome any objections or appeals regarding the settlement; and (v) other risks described in the Company’s Securities and Exchange Commission filings and reports, and future filings and reports by the Company. These forward-looking statements should not be relied upon as representing the Company’s views as of any subsequent date, and the Company is under no obligation to, and expressly disclaims any responsibility to, update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.
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.
| ARMSTRONG FLOORING, INC. | ||
| By: | /s/ Christopher S. Parisi | |
| Christopher S. Parisi | ||
| Senior Vice President, General Counsel, Secretary & Chief Compliance Officer | ||
Date: December 1, 2020
Document and Entity Information |
Nov. 30, 2020 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001655075 |
| Document Type | 8-K |
| Document Period End Date | Nov. 30, 2020 |
| Entity Registrant Name | ARMSTRONG FLOORING, INC. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-37589 |
| Entity Tax Identification Number | 47-4303305 |
| Entity Address, Address Line One | 2500 Columbia Avenue P.O. Box 3025 |
| Entity Address, City or Town | Lancaster |
| Entity Address, State or Province | PA |
| Entity Address, Postal Zip Code | 17603 |
| City Area Code | (717) |
| Local Phone Number | 672-9611 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Entity Emerging Growth Company | false |
| Security 12b Title | Common Stock, $0.0001 par value |
| Trading Symbol | AFI |
| Security Exchange Name | NYSE |