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: April 8, 2015
(Date of earliest event reported)
EveryWare
Global, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-35437 |
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45-3414553 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
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519 North Pierce Avenue, Lancaster, Ohio |
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43130 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code: (740) 687-2500
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c)) |
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of
Listing.
On April 8, 2015, EveryWare Global, Inc. (the Company) received a letter from the the Staff of The Nasdaq Stock Market LLC
(Nasdaq) stating that Nasdaq has determined that the Companys securities will be delisted from the Nasdaq Stock Market. The decision was reached by the Staff under Nasdaq Listing Rules 5101, 5110(b) and IM-5101-1. Accordingly,
trading of the Companys common stock will be suspended at the opening of business on Friday, April 17, 2015, and Nasdaq will file a Form 25-NSE with the Securities and Exchange Commission, which will remove the Companys securities
from listing and registration on the Nasdaq Global Market.
The delisting is a consequence of: (i) the Companys April 7, 2015 filing for
relief under Chapter 11 of the United States Bankruptcy Code; (ii) concerns regarding the residual equity interest of the existing listed securities holders; and (iii) concerns about the Companys ability to sustain compliance with
all requirements for continued listing on Nasdaq, including the Companys previously reported noncompliance with Nasdaqs $1 per share minimum bid price and $15 million minimum market value of publicly held shares continued listing
standards under Nasdaq Listing Rules 5450(a)(1) and 5450(b)(3)(C), respectively.
The Company currently does not intend to appeal Nasdaqs
determination. If the Company does not appeal, the Company expects that its securities will be immediately eligible to be quoted on the OTC Bulletin Board (the OTCBB) or in the Pink Sheets. To be quoted on the OTCBB or the
Pink Sheets, a market maker must sponsor the security and comply with SEC Rule 15c2-11 before it can initiate a quote in a specific security. If the Companys securities are delisted from Nasdaq, there can be no assurance that a market maker
will apply to quote the Companys common stock or that the Companys common stock will become eligible for the OTCBB or the Pink Sheets.
On
April 8, 2015, the Company issued a press release relating to the notice, a copy of which is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
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Exhibit No. |
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Description of Exhibit |
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99.1 |
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Press Release issued by the Company, dated as of April 8, 2015. |
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements are those involving future events and future results that are based on current expectations, estimates, forecasts, and projections as well as the current beliefs and assumptions of the Companys management. When used in this
document, the words such as anticipate, estimate, expect, project, intend, plan, believe, may, predict, will, would,
could, should, target and similar expressions are forward-looking statements. All statements contained in this Current Report that are not statements of historical fact and other estimates, projections, future
trends and the outcome of events that have not yet occurred referenced in this Form 8-K should be considered forward-looking statements. Although the Company believes that its expectations reflected in these forward-looking statements are
reasonable, such statements involve risks and uncertainties and no assurance can be given that actual results will be consistent with these forward-looking statements. Additionally, various economic and competitive factors could cause actual results
to differ materially from those discussed in such forward-looking statements, including, but not limited to, such risks relating to (i) the conclusion by our auditor that there is substantial doubt about our ability to continue as a going concern;
(ii) risks and uncertainties associated with the bankruptcy proceedings, including our ability to consummate the transactions contemplated by the restructuring support agreement entered into among us, certain of the lenders under our term loan and
certain of our equity holders within the time frame contemplated therein; (iii) whether the proposed debtor in possession financing will be approved by the bankruptcy court on the terms contemplated and whether such funds will provide sufficient
liquidity during the pendency of the Chapter 11 proceedings; (iv) the limited recovery for holders of our common stock resulting from the Chapter 11 proceedings; (v) increased costs related to the Chapter 11 proceedings; (vi) loss of customer
orders, disruption in our supply chain and loss of the ability to maintain vendor relationships; (vii) general economic or business conditions affecting the markets we serve; (viii) our ability to attract and retain key managers; (ix) risks
associated with conducting business in foreign countries and currencies; (x) increased competition in our markets; (xi) the impact of changes in governmental regulations on our customers or on our business; (xii) the loss of business from a major
customer; (xiii) our ability to obtain future financing due to changes in the lending markets or our financial position; and other risks disclosed in the Companys most recent Annual Report on Form 10-K, and quarterly and current reports on
Form 10-Q and 8-K filed with the U.S. Securities and Exchange Commission. There may be other factors that may cause the Companys actual results to differ materially from the forward-looking statements. The Company undertakes no obligation to
update or revise forward-looking statements to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events.
Signature
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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EveryWare Global, Inc. |
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Date: April 8, 2015 |
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By: |
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/s/ Erika Schoenberger |
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Name: |
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Erika Schoenberger |
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Title: |
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Secretary |
Exhibit 99.1
EVERYWARE GLOBAL, INC. RECEIVES
NASDAQ DELISTING NOTICE
LANCASTER, OH
(April 8, 2015) - EveryWare Global, Inc. (Nasdaq: EVRY) announced that it has been notified by the Staff of The Nasdaq Stock Market LLC (Nasdaq) that, because the Company filed a voluntary petition for protection under Chapter 11 of
the U.S. Bankruptcy Code on April 8, 2015, Nasdaq intends to delist the Companys common stock from the Nasdaq Stock Market by filing a delisting application with the Securities and Exchange Commission. As previously disclosed, the Company
has reached an agreement with its secured lenders on a comprehensive balance-sheet restructuring that, among other things, will substantially reduce the Companys long-term debt. To implement the restructuring, the Company filed a voluntary
petition for a prepackaged Chapter 11 bankruptcy in the U.S. Bankruptcy Court for the District of Delaware.
The Company does not intend to appeal the
delisting determination. The Company anticipates that the delisting of its common stock from the Nasdaq Stock Market will be effective at the opening of trading on April 17, 2015.
The Company expects that its securities will be immediately eligible to be quoted on the OTC Bulletin Board (the OTCBB) or in the Pink
Sheets. To be quoted on the OTCBB or the Pink Sheets, a market maker must sponsor the security and comply with SEC Rule 15c2-11 before it can initiate a quote in a specific security. If the Companys securities are delisted from Nasdaq,
there can be no assurance that a market maker will apply to quote the Companys common stock or that the Companys common stock will become eligible for the OTCBB or the Pink Sheets.
About EveryWare Global, Inc.
EveryWare (Nasdaq: EVRY) is
a leading global marketer of tabletop and food preparation products for the consumer and foodservice markets, with operations in the United States, Canada, Mexico and Asia. Its global platform allows it to market and distribute internationally
its total portfolio of products, including bakeware, beverageware, serveware, storageware, flatware, dinnerware, crystal, buffetware and hollowware; premium spirit bottles; cookware; gadgets; candle and floral glass containers; and other kitchen
products, all under a broad collection of widely-recognized brands. Driven by devotion to design, EveryWare is recognized for providing quality tabletop and kitchen solutions through its consumer, foodservice, specialty and international
channels. EveryWare was formed through the merger of Anchor Hocking, LLC and Oneida Ltd. in March of 2012. Additional information can be found at www.everywareglobal.com, www.oneida.com, and www.foodservice.oneida.com.
Forward-Looking Statements
This press release
contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. For this purpose, any statements contained herein that are not statements of historical fact regarding industry outlook,
financial covenant compliance, anticipated effects of acquisitions, production of new products, plans for capital expenditures, and the Companys results of operations or financial position and liquidity, may be
deemed to be forward-looking statements. Without limiting the foregoing, the words estimate, plan, project, forecast, intend,
expect, anticipate, believe, seek, target, and similar expressions are intended to identify forward-looking statements. Such forward-looking statements represent managements current
expectations and are inherently uncertain. Investors are warned that actual results may differ from managements expectations. Additionally, various economic and competitive factors could cause actual results to differ materially from those
discussed in such forward-looking statements, including, but not limited to, such risks relating to (i) the conclusion by our auditor that there is substantial doubt about our ability to continue as a going concern; (ii) risks and
uncertainties associated with the bankruptcy proceedings, including our ability to consummate the transactions contemplated by the restructuring support agreement entered into among us, certain of the lenders under our term loan and certain of our
equity holders within the time frame contemplated therein; (iii) whether the proposed debtor-in-possession financing will be approved by the bankruptcy court on the terms contemplated and whether such funds will provide sufficient liquidity
during the pendency of the Chapter 11 proceedings; (iv) the limited recovery for holders of our common stock resulting from the Chapter 11 proceedings; (v) increased costs related to the Chapter 11 proceedings; (vi) loss of customer
orders, disruption in our supply chain and loss of the ability to maintain vendor relationships; (vii) general economic or business conditions affecting the markets we serve; (viii) our ability to attract and retain key managers;
(ix) risks associated with conducting business in foreign countries and currencies; (x) increased competition in our markets; (xi) the impact of changes in governmental regulations on our customers or on our business; (xii) the
loss of business from a major customer; and (xiii) our ability to obtain future financing due to changes in the lending markets or our financial position. All subsequent written and oral forward-looking statements attributable to us or persons
acting on our behalf are expressly qualified in their entirety by such cautionary statements.
Contact:
Erica Bartsch
Sloane & Company
ebartsch@sloanepr.com
212-446-1875
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