As Of               Filer                 Filing    For·On·As Docs:Size

10/22/19  Tile Shop Holdings, Inc.          8-K:2,3,5,810/18/19    5:696K

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     35K 
 2: EX-99.1     Miscellaneous Exhibit                               HTML    194K 
 3: EX-99.2     Miscellaneous Exhibit                               HTML     16K 
 4: EX-99.3     Miscellaneous Exhibit                               HTML      7K 
 5: EX-99.4     Miscellaneous Exhibit                               HTML     34K 

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): October 18, 2019 

 

TILE SHOP HOLDINGS, INC.

(Exact name of Registrant as Specified in its Charter)

 



14000 Carlson Parkway, Plymouth, Minnesota 55441

(Address of principal executive offices, including ZIP code)



(763) 852-2950

(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:

 



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





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On October 22, 2019, Tile Shop Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the three months ended September 30, 2019. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.



Pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), such exhibit and the information set forth therein and in this Item 2.02 have been furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing regardless of any general incorporation language.





On October 18, 2019, the Company’s Board of Directors (the “Board”) determined to voluntarily delist the Company’s common stock from The Nasdaq Stock Market LLC (“Nasdaq”), and the Company notified Nasdaq of the Board’s determination on October 22, 2019.



The Company intends to file with the SEC, on or about November 1, 2019, a Form 25 requesting the delisting of its common stock from Nasdaq and the deregistration of its common stock under Section 12(b) of the Exchange Act.  After the effectiveness of the Form 25, the Company intends to file with the SEC, on or about November 12, 2019, a Form 15 requesting the deregistration of its common stock under Section 12(g) of the Exchange Act and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.  After delisting, the Company’s common stock may be eligible for quotation on the Pink tier of OTC Markets Group if market makers commit to making a market in the Company’s shares.  The Company can provide no assurance that trading in its common stock will continue on the OTC Markets Group or otherwise.

 

On October 22, 2019, the Company issued a press release announcing its intention to delist from Nasdaq and providing additional information about the reasons for the Board’s decision, a letter to its employees, and a summary of frequently asked questions relating to the proposed delisting and deregistration, which are attached hereto as Exhibits 99.2, 99.3, and 99.4, respectively, and are incorporated herein by reference.





On October 19, 2019, Mr. Christopher T. Cook tendered his resignation, effective immediately, from the Board.  The resignation was not the result of any disagreement with the Company on any matters relating to the Company’s operations, policies, or practices and was not as a result of the Company’s proposed delisting and deregistration.





On October 18, 2019, the Board determined to suspend the Company’s quarterly cash dividend and terminate the Company’s share repurchase program, each effective immediately, to focus on debt reduction and continued investment in strategic initiatives.



 

(d) Exhibits.

 



 

 

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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.

 



 

 



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