- Current report filing (8-K)
18 2월 2010 - 4:53AM
Edgar (US Regulatory)
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): February 17, 2010
MONARCH SERVICES, INC.
(Exact name of registrant as specified in its charter)
Maryland 000-08512 52-1073628
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(State or other jurisdiction (Commission file number) (IRS Employer
of incorporation or organization) Identification No.)
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4517 Harford Road, Baltimore, Maryland 21214
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (410) 254-9200
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 obligations of the registrant under any
of the following provisions:
[ ] 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))
Item 8.01. Other Events.
The Board of Directors of Monarch Services, Inc. (the "Registrant") today has
approved a one-time payment of $.62 per share on the outstanding shares of
its common stock, payable on March 2, 2010 to common stockholders of
record on February 16, 2010. This dividend, which will total approximately
$1,004,133, will be paid from approximately $1.2 million of cash from
the net proceeds from the sale of its properties. The first property was
sold at auction in August 2009; the most recent sale of approximately 13
acres to Baltimore County, Maryland occurred in November 2009. These
transactions were previously reported on Forms 8-K filed on August 12, 2009
and November 11, 2009, respectively.
The Registrant currently has 1,619,570 shares of common stock issued and
outstanding. StockTrans, Inc. of Ardmore, Pennsylvania, Monarch's stock
transfer company, will serve as Paying Agent for the payment of the dividend.
After the payment of this dividend and associated costs, Monarch will retain
approximately $200,000 in cash to pay certain liquidation expenses and to
hold as a reserve for contingent liabilities and to pay expenses and costs
of enforcement of its rights to collect other amounts owed to the
Registrant.
For U.S. federal income tax purposes, the special distribution will be
treated as a non-taxable return of capital because the Registrant had no
accumulated earnings. As of February 16, 2010, the Registrant had accumulated
net losses in the amount of approximately $5.4 million. Management believes
this special one-time dividend should be treated as a non-taxable return of
capital to the extent of the holder's adjusted tax basis in their shares of
the Company's common stock and, to the extent the dividend exceeds such tax
basis in the shares, it should be treated as a capital gain. Tax treatments
under the Internal Revenue Code are subject to change. The foregoing
discussion provides general tax information only. It is not intended as tax
advice applicable to your own personal situation and we strongly urge
shareholders to consult with their own tax and financial advisors regarding
the implications of the special one-time special distributions.
As stated in the Forms 8-K previously filed, after the sale of its remaining
assets and the payment of all liabilities, costs and expenses, and upon
complying with all corporate and regulatory requirements, the Registrant
intends to distribute any remaining cash to its stockholders.
This report on Form 8-K contains forward-looking statements as defined by the
Private Securities Litigation Reform Act of 1995. Forward-looking statements
do not represent historical facts, but rather statements about management's
beliefs, plans and objectives about the future, as well as its assumptions
and judgments concerning such beliefs, plans and objectives. These statements
are evidenced by terms such as "anticipate", "estimate", "should", "expect",
"believe", "intend", and similar expressions. Although these statements
reflect management's good faith beliefs and projections, they are not
guarantantees of future performance and they may not prove true. These
projections involve risk and uncertainties that could cause actual results
to differ materially from those addressed in the forward-looking statements.
These risks and uncertainties include, but are not limited to, changes in
general economic, market, or business conditions; changes in laws or
regulations or policies of federal and state regulators and agencies; and
other circumstances beyond the control of the Company. Consequently, all of
the forward-looking statements made in this report are qualified by these
cautionary statements, and there can be no assurance that the actual results
anticipated will be realized, or if substantially realized, will have the
expected consequences on the Company's business or operations.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
Monarch Services, Inc.
Date: February 17, 2010 By: /s/. Jackson Y. Dott
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Jackson Y. Dott
President & CEO
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Monarch Services (CE) (USOTC:MAHI)
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