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): January 25, 2021

 

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 1.01 Entry into a Material Definitive Agreement.

 

The information set forth in Item 3.03 related to the Amendment (as defined therein) is incorporated herein by reference.

 

Item 1.02 Termination of a Material Definitive Agreement.

 

The information set forth in Item 3.03 related to the Amendment (as defined therein) is incorporated herein by reference.

 

Item 3.03 Material Modification to Rights of Security Holders.

 

Schmitt Industries, Inc. (the “Corporation”) and Broadridge Corporate Issuer Solutions, Inc. (the “Rights Agent”), have executed an Amendment (the “Amendment”), dated as of January 25, 2021 to that certain Section 382 Rights Agreement, dated as of July 1, 2019, between the Corporation and the Rights Agent (the “Rights Agreement”), regarding the Corporation’s Series A Junior Participating Preferred Stock Purchase Rights (the “Rights”).

 

The Amendment will have the effect of causing the Rights Agreement and the Rights to terminate on January 25, 2021.

 

The description contained herein of the Amendment is qualified in its entirety by reference to the terms of such document, which is attached hereto as an exhibit and incorporated herein by this reference.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

In connection with the adoption of the Rights Agreement, on July 2, 2019, the Corporation filed Articles of Amendment to Articles of Incorporation of the Corporation with the Secretary of State of the State of Oregon setting forth the rights, powers and preferences of the Series A Junior Participating Preferred Stock issuable upon exercise of the Rights (the “Series A Preferred Stock”).

 

In connection with the expiration of the Rights and the termination of the Rights Agreement, the Corporation filed a Articles of Amendment (the “Articles of Amendment”) with the Secretary of State of the State of Oregon on January 27, 2021 eliminating the Series A Preferred Stock and returning it to authorized but undesignated shares of the Corporation’s preferred stock.

 

The foregoing is a summary of the terms of the Articles of Amendment. The summary does not purport to be complete and is qualified in its entirety by reference to the Articles of Amendment, a copy of which is attached as Exhibit 3.1 and incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)       Exhibits.

3.1       Articles of Amendment to Articles of Incorporation of Schmitt Industries, Inc.

4.1       Amendment to Rights Agreement, dated as of January 25, 2021, between the Corporation and Broadridge Corporate Issuer Solutions, Inc., as Rights Agent.

 

 

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.
     
January 27, 2021   By:  

/s/ Michael Zapata

        Name: Michael Zapata
        Title: President and Chief Executive Officer

 

Exhibit 3.1

ARTICLES OF AMENDMENT
TO THE

ARTICLES OF INCORPORATION
OF
SCHMITT INDUSTIRES INC.
________________________________

 

Pursuant to Section 60.134 of the Oregon Revised Statues, SCHMITT INDUSTRIES INC., a corporation organized and existing under the Oregon Revised Statues (the “Corporation”), DOES HEREBY CERTIFY:

FIRST:     That the following resolutions setting forth the proposed elimination of the Corporation’s Series A Junior Participating Preferred Stock, no par value (the “Series A Junior Participating Preferred Stock”), were duly adopted by the Corporation’s Board of Directors on January 14, 2021, pursuant to the authority conferred upon the Corporation’s Board of Directors by the Second Restated Articles of Incorporation of the Corporation filed with the Secretary of State of the State of Oregon on September 30, 1997, as amended (the “Articles of Incorporation”), and the Oregon Revised Statutes:

RESOLVED, that none of the 6,000 authorized shares of the series of preferred stock designated as “Series A Junior Participating Preferred Stock” are outstanding and none will be issued subject to the Articles of Amendment previously filed with the Secretary of State of the State of Oregon on July 1, 2019 (the “Series A Junior Participating Amendment”), with respect to such Series A Junior Participating Preferred Stock, and all such shares previously designated as “Series A Junior Participating Preferred Stock” shall resume the status as authorized but unissued shares of preferred stock of the Corporation; and it is further

RESOLVED, that any executive officer of the Corporation (the “Authorized Officers”), and any person or persons designated and authorized so to act by an Authorized Officer of the Corporation be, and each of them acting singly hereby is, authorized, directed and empowered, in the name and on behalf of the Corporation, to prepare, execute, acknowledge and file with the Secretary of State of the State of Oregon a certificate (the “Elimination Series A Junior Participating Amendment”) eliminating from the Corporation’s Second Restated Articles of Incorporation filed with the Secretary of State of the State of Oregon on September 30, 1997, as amended (the “Articles of Incorporation”), all matters set forth in the Series A Junior Participating Amendment, and such Elimination Series A Junior Participating Amendment shall be effective upon filing and shall have the effect of amending the Articles of Incorporation in accordance with Section 60.134 of the Oregon Revised Statues, and the execution by such individuals of the Elimination Series A Junior Participating Amendment shall conclusively establish their authority therefor from the Corporation and the approval and ratification by the Corporation of such Elimination Series A Junior Participating Amendment.

SECOND:     None of the authorized shares of the Series A Junior Participating Preferred Stock are outstanding and none will be issued subject to the Articles of Amendment previously filed with the Secretary of State of the State of Oregon on July 1, 2019 with respect to such Series A Junior Participating Preferred Stock. Shareholder action was not required to adopt this amendment.

THIRD:     In accordance with the provisions of Section 60.134 of the Oregon Revised Statues, the Corporation’s Articles of Incorporation, as amended, are hereby amended to eliminate all references to the Series A Junior Participating Preferred Stock.

FOURTH:     The principal place of business of the Corporation is: 2765 NW Nicolai Street, Portland, Oregon 97210.

 

 

FIFTH:     An individual with direct knowledge of the operations and business activities of the Corporation is: Michael R. Zapata, President, c/o Schmitt Industries Inc., 2765 NW Nicolai Street, Portland, Oregon 97210.

[The remainder of this page has been intentionally left blank, signature page follows]

 

 

IN WITNESS WHEREOF, on this 25 day of January, 2021, the undersigned declares as an authorized signer, under the penalty of perjury, that this document does not fraudulently conceal, fraudulently obscure, fraudulently alter or otherwise misrepresent the identity of the person or any officers, directors, employees or agents of the Corporation. This filing has been examined by the undersigned and is, to the best of his knowledge and belief true, correct, and complete. The undersigned understands that making false statements in this document is against the law and may be penalized by fines, imprisonment or both.

         
    SCHMITT INDUSTRIES, INC.
     
    By:  

/s/ Michael R. Zapata

        Name: Michael R. Zapata
        Title: President

 

Exhibit 4.1

 

AMENDMENTS TO RIGHTS AGREEMENT

 

Amendment, dated as of January 25, 2021 (this “Amendment”), by and between Schmitt Industries, Inc. (the “Corporation”) and Broadridge Corporate Issuer Solutions, Inc., as duly appointed rights agent (the “Rights Agent”) to the Section 382 Rights Agreement, dated as of July 1, 2019 (the “Rights Agreement”), by and between the Corporation and the Rights Agent.

 

WHEREAS, the parties hereto desire to amend the Rights Agreement to advance the Final Expiration Date of the Rights Agreement to January 25, 2021; and

 

WHEREAS, pursuant to Section 26 of the Rights Agreement, on January 14, 2021, the Board of Directors of the Corporation approved an amendment to the Rights Agreement;

 

NOW, THEREFORE, the parties hereto agree as follows:

 

1. The definition of “Final Expiration Date” set forth in Section 1 of the Rights Agreement is hereby amended and restated in its entirety as follows:

 

“Final Expiration Date” shall mean January 25, 2021.

 

2. Exhibits A, B and C to the Rights Agreement shall be deemed amended in a manner consistent with this Amendment.

 

3. Capitalized terms used without other definition in this Amendment are used as defined in the Rights Agreement.

 

4. This Amendment shall be deemed to be a contract made under the laws of the State of Oregon and for all purposes shall be governed by and construed in accordance with the laws of the State of Oregon applicable to contracts negotiated, made and to be performed entirely therein.

 

5. The Rights Agreement will not otherwise be supplemented or amended by virtue of this Amendment, but will remain in full force and effect.

 

6. This Amendment shall be executed in any number of counterparts and each of such counterparts will for all purposes be deemed to be an original, and all such counterparts shall together constitute one and the same instrument. A signature to this Agreement transmitted electronically will have the same authority, effect and enforceability as an original signature.

 

7. This Amendment shall be effective as of the date first above written and all references to the Rights Agreement shall, from and after such time, be deemed to be references to the Rights Agreement as amended hereby.

 

8. The undersigned officer of the Corporation, being duly authorized on behalf of the Corporation, hereby certifies in his or her capacity as an officer on behalf of the Corporation to the Rights Agent that this Amendment is in compliance with the terms of Section 26 of the Rights Agreement.

 

9. By its execution and delivery hereof, the Corporation directs the Rights Agent to execute this Amendment.

 

[Signature Page Follows]

 

 

 

IN WITNESS WHEREOF, this Amendment has been duly executed by the Corporation and the Rights Agent as of the effective time stated above.

 

  SCHMIT INDUSTRIES, INC.  
     
  By:

/s/ Michael Zapata

 
    Name: Michael Zapata  
    Title: President and Chief Executive Officer  
   
   
  BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC., as Rights Agent
   
  By:

/s/ John P. Dunn

    Name: John P. Dunn
    Title: SVP-Sales