One Landmark Square, 21st Floor, Stamford
Connecticut
06901
(Address
of principal executive offices)
(Zip
Code)
Registrant's
telephone number, including area code: (203)
428-2200
N/A
(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))
Item
8.01 – Other Events.
Stamford
Industrial Group, Inc. (the “Registrant” or the “Company”) shortly after the
filing of this Current Report on Form 8-K, will file a voluntary petition for
relief under Chapter 11 of the United States Bankruptcy Code, in the United
States Bankruptcy Court for the Northern District of Ohio.
In
connection with such filing, Mr. Albert Weggeman, the Company’s President and
Chief Executive Officer, and Mr. Jonathan LaBarre, the Company’s Chief Financial
Officer, Treasurer and Secretary, will be leaving the Company as employees and
officers.
As
previously disclosed, on September 17, 2009, the Company filed a Form 15 with
the Securities and Exchange Commission suspending its reporting obligations
under the provisions of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). The Company does not intend to file any
additional reports pursuant to the Exchange Act and does not intend to maintain
the availability of information required to satisfy Rule 15c2-11 of the Exchange
Act in the future, and therefore, cannot give any assurances that its shares of
common stock will continue to be quoted on the OTC Pink Sheets Electronic
Quotation Service, that any broker will make a market in the Company’s common
stock or that there will otherwise continue to be a market for the Company’s
common stock.
As
previously disclosed, on September 14, 2009, the Company’s wholly-owned
subsidiary, Concord Steel, Inc. (“Concord”), which constitutes substantially all
of the Company’s assets, filed a voluntary petition for relief under Chapter 11
of the United States Bankruptcy Code, in the United States Bankruptcy Court for
the Northern District of Ohio under the caption “In re Concord Steel, Inc.”
(Case No. 09-43448).
Forward-looking
Statements
This
Current Report on Form 8-K includes “forward-looking statement” within the
meaning of the Private Securities Litigation Reform Act of 1995. The Company may
use words such as “anticipates,”“believes,”“plans,”“expects,”“intends,”“future,” and similar expressions to identify forward-looking statements. These
forward-looking and other statements, which are not historical facts, are based
largely upon our current expectations and assumptions and are subject to a
number of risks and uncertainties that could cause actual results to differ
materially from those contemplated by such forward-looking statements. These
risks and uncertainties include, among others, the Company’s and Concord’s
ability to continue to operate as a debtor-in-possession; our ability to
develop, prosecute, confirm and consummate a Chapter 11 plan of reorganization
for the Company and Concord; risks associated with third party motions in the
Chapter 11 proceedings, which may interfere with the Company’s and Concord’s
ability to develop and consummate one or more plans of reorganization; the
potential adverse impact of the Chapter 11 filing on the Company; the risks
associated with operating Concord under Chapter 11
protection; whether shares of the Company’s common stock will
continue to be quoted on the OTC Pink Sheets Electronic Quotation Service, any
broker will make a market in the Company’s common stock or there will otherwise
continue to be a market for the Company’s common stock; and other factors
described in the “Risk Factors” section of the Company's filings with the
Securities and Exchange Commission, including the Company's latest annual report
on Form 10-K and most recently filed Forms 8-K and 10-Q, which may be obtained
at our web site at www.stamfordig.com or the Securities and Exchange
Commission’s web site at www.sec.gov.
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.
