Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On May 1, 2020, Continental Materials Corporation (the "Company"), filed with
the Securities and Exchange Commission (the "SEC") a Form 25 Notification of
Removal from Listing in connection with its previously announced plan to
voluntarily delist its Common Stock, $0.25 par value per share (the "Common
Stock"), from the NYSE American Stock Exchange (the "Exchange"). The Company
expects the delisting to be effective May 11, 2020, at which time the Common
Stock will no longer be traded on the Exchange.
The Company currently anticipates that, on or about May 11, 2020, it will file
with the SEC a Form 15 to deregister its Common Stock under Section 12(g) of the
Exchange Act and suspend its reporting obligations under Section 15(d) of the
Exchange Act, as the Common Stock is held by less than 300 stockholders of
record.
The Company is taking these steps in order to reduce legal, accounting and
administrative costs associated with being an SEC reporting company, to reduce
the specificity of the financial information which the Company is required to
disclose publicly in connection with its business segments, which disclosure the
Company believes has, at times in the past, been competitively disadvantageous
to the Company, and to allow the Company's management to increase its focus on
executing the Company's strategic and business plan by reducing time spent in
complying with applicable SEC reporting requirements. In addition, the number of
shares of Common Stock which are publicly held (exclusive of holdings of
officers, directors, controlling shareholders or other family or concentrated
holdings) is less than 200,000 as a result the tender offer made by Bee Street
Holdings LLC which was completed at midnight at the end of April 17, 2020, and
the Common Stock may consequently no longer be eligible for listing on the
Exchange pursuant to Section 1003(b)(i)(A) of the NYSE American Company Guide.
Item 7.01 Regulation FD Disclosure.
On May 1, 2020, the Company issued a press release announcing the filing of a
Form 25 to voluntarily delist its Common Stock from the Exchange and repeating
its previous announcement that it planned to file a Form 15 and to deregister
its Common Stock under Section 12(g) of the Exchange Act and suspend it SEC
reporting obligations. A copy of the press release is furnished as Exhibit 99.1
to this Current Report on Form 8-K and is incorporated herein.
The information, including the exhibit hereto, furnished in this Item 7.01 shall
not be deemed "filed" for purposes of Section 18 of the Exchange Act, or
otherwise subject to the liabilities of that section, and shall not be
incorporated by reference into any filings made by the Company under the
Securities Act of 1933, as amended, or the Exchange Act, except as may be
expressly set forth by specific reference in such filing.
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