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): November 23, 2020
| SCHMITT INDUSTRIES, INC. | ||
| (Exact Name of Registrant as Specified in Its Charter) | ||
| Oregon | 001-38964 | 93-1151989 |
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
2765 N.W. Nicolai Street Portland, Oregon |
97210-1818 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Registrant’s Telephone Number, Including Area Code: (503) 227-7908
| 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 (see General Instruction A.2. below):
☐ 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))
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 – no par value | SMIT | NASDAQ Capital Market |
| Series A Junior Participating Preferred Stock Purchase Rights | N/A |
N/A |
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. ☐
| Item 8.01 | Other Events. |
On November 23, 2020, Schmitt Industries, Inc. (the “Company”) issued a press release reminding its shareholders that its 2020 annual meeting (the “Annual Meeting”) will be held on December 10, 2020, at 8:30 a.m. Pacific Time, at the Company’s offices at 2765 N.W. Nicolai Street, Portland, Oregon 97210, and announcing that, at 9:30 a.m. Pacific Time, on December 10, 2020, the Company will host a virtual video conference during which Company management will provide an update regarding Schmitt’s business. A copy of the press release is furnished as Exhibit 99.1 to this report.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 99.1 | Press Release of Schmitt Industries, Inc., issued on November 23, 2020. |
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.
| SCHMITT INDUSTRIES, INC. | ||||
| November 24, 2020 | By: |
/s/ Michael Zapata | ||
| Name: Michael Zapata | ||||
| Title: Chief Executive Officer | ||||
Exhibit 99.1
SCHMITT INDUSTRIES ANNUAL MEETING AND UPDATE VIDEOCONFERENCE TO BE HELD DECEMBER 10, 2020
PORTLAND, OR, November 23, 2020 – Schmitt Industries, Inc. (NASDAQ: SMIT) (the “Company” or “Schmitt”) reminds its shareholders that Schmitt’s 2020 annual meeting (the “Annual Meeting”) will be held on December 10, 2020, at 8:30 a.m. Pacific Time, at Schmitt’s offices at 2765 N.W. Nicolai Street, Portland, Oregon 97210. Following the Annual Meeting, the Company will host a virtual video conference for all shareholders at 9:30 a.m. Pacific Time, during which Schmitt management will provide an update regarding Schmitt’s business.
To attend the virtual video conference, attendees should virtually join the zoom meeting at:
https://us02web.zoom.us/j/89298749486?pwd=bm5odjdLVXdVZS91UW1la3g5WEVtdz09
Meeting ID: 892 9874 9486
Passcode: 122020
The Company will post a transcript of the videoconference on Schmitt’s website after the conclusion of the call.
There is no requirement to attend the virtual shareholder update. To attend the in-person Annual Meeting, shareholders will be required to adhere to strict COVID-19 procedures which may include temperature checks and COVID-19 checklists, and each attendee will be required to wear a face mask. As described in the proxy materials for the Annual Meeting that were previously distributed, shareholders are entitled to attend the Annual Meeting if they were a shareholder of the Company as of the close of business on November 2, 2020, the record date. Whether or not a shareholder plans to attend the Annual Meeting, Schmitt urges all shareholders to vote and submit their proxy in advance of the Annual Meeting by one of the methods described in the proxy materials for the Annual Meeting that were previously provided.
About Schmitt Industries
Schmitt Industries, Inc., founded in 1987, designs, manufactures and sells high precision test and measurement products, solutions and services through its Acuity® and Xact® product lines. Acuity provides laser and white light sensor distance measurement and dimensional sizing products, and our Xact line provides ultrasonic-based remote tank monitoring products and related monitoring revenues for markets in the Internet of Things environment. The Company also owns and operates Ample Hills Creamery, a beloved ice cream manufacturer and retailer based in Brooklyn, NY.
Safe Harbor Statement
This document may contain forward-looking statements made pursuant to the Private Securities Litigation Reform Act of 1995. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. Actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors. A complete discussion of the risks and uncertainties that may affect Schmitt's business, including the business of its subsidiary, is included in "Risk Factors" in the Company's most recent Annual Report on Form 10-K as filed by the Company with the Securities and Exchange Commission.
| For more information contact: |
Michael R. Zapata, President and CEO Phillip Bosco, CFO and Treasurer (503) 227-7908 |