SEC Info - Tessco Technologies Inc. - ‘8-K’ for 5/10/21

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM i 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): i May 10, 2021

i TESSCO Technologies Incorporated

(Exact name of registrant as specified in its charter)

i Delaware	i 001-33938	i 52-0729657
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

i 11126 McCormick Road, i Hunt Valley, i Maryland i 21031

(Address of principal executive offices) (Zip Code)

( i 410) i 229-1000

(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 (see General Instruction A.2. below):

i ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

i ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

i ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

i ☐ 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	Name of each exchange on which registered:
i Common Stock, par value $0.01 per share	i TESS	i Nasdaq Global Market

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 i ☐

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 2.02

Results of Operations and Financial Condition.

On May 10, 2021, the Company issued a press release which contained, among other things, an announcement of the Company’s financial results for the fourth quarter of fiscal year 2021, ended March 28, 2021. A copy of the Press Release is furnished as Exhibit 99.1 to this Form 8-K.

The information in this Item 2.02, including the information in Exhibit 99.1 attached hereto pertaining to this Item 2.02, is furnished solely pursuant to Item 2.02 of this Form 8-K. Consequently, pursuant to this Item 2.02, it is not deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that Section. It may only be incorporated by reference in another filing under the Securities Exchange Act of 1934 or Securities Act of 1933 if such subsequent filing specifically references this Item 2.02 of this Form 8-K.

Item 7.01 Regulation FD Disclosure.

On May 10, 2020, the Company issued a press release announcing, among other things, the election of Mr. Paul Gaffney as Chair of the Board. Mr. Gaffney, age 53, has served as a member of the Board of Directors since 2018. A copy of the Press Release is furnished as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

The information in this Item 7.01, including the corresponding information in Exhibit 99.1 attached hereto, is furnished solely pursuant to Item 7.01 of this Form 8-K. Consequently, pursuant to this Item 7.01, it is not deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that Section. It may only be incorporated by reference in another filing under the Securities Exchange Act of 1934 or Securities Act of 1933 if such subsequent filing specifically references this Item 7.01 of this Form 8-K and so provides.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

None.

(b) Pro Forma Financial Information.

None.

(d) Exhibits.


Exhibit No.		Description
99.1		Press release of TESSCO Technologies Incorporated, dated May 10, 2021.
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

Information presented in this Current Report on Form 8-K may contain forward-looking statements and certain assumptions upon which such forward-looking statements are in part based. Numerous important factors, including those factors identified in the TESSCO Technologies Incorporated Annual Report on Form 10-K and other of the Company’s filings with the Securities and Exchange Commission, and the fact that the assumptions set forth in this Current Report on Form 8-K could prove incorrect, could cause actual results to differ materially from those contained in such forward-looking statements.

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			TESSCO Technologies Incorporated


Date:	May 11, 2021	By:	/s/ *Aric M. Spitulnik*
			Aric M. Spitulnik
			Chief Financial Officer
			(Principal Accounting and Financial Officer)

This ‘8-K’ Filing	Date	Other Filings

Filed on:	5/11/21
For Period end:	5/10/21
	3/28/21	10-K
	5/10/20
		List all Filings

Tessco Technologies Inc. – ‘8-K’ for 5/10/21

On: Tuesday, 5/11/21, at 6:03am ET · For: 5/10/21 · Accession #: 1558370-21-6748 · File #: 1-33938

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Current Report — Form 8-K

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‘8-K’ — Current Report

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Dates Referenced Herein and Documents Incorporated by Reference


Exhibit No.		Description of Exhibits
99.1		Press release of TESSCO Technologies Incorporated, dated May 10, 2021.