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): March 18, 2020
Steel Connect, Inc. | ||
(Exact Name of Registrant as Specified in Its Charter) | ||
Delaware | 001-35319 | 04-2921333 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1601 Trapelo Road, Suite 170 Waltham, Massachusetts | 02451 | |
(Address of Principal Executive Offices) | (Zip Code) | |
Registrant's Telephone Number, Including Area Code: (781) 663-5000 |
(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, $0.01 par value | STCN | NASDAQ Global Select 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 ☐
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 8.01 Other Events
On March 18, 2020, Steel Connect, Inc. (the "Registrant") issued a press release to announce that in order to minimize the potential impacts of the Coronavirus (COVID-19) on the Registrant, its Board of Directors (the “Board”) unanimously approved the deferral of all Board fees through the second quarter of calendar year 2020 and will review continuing this decision quarterly throughout calendar year 2020. A copy of the press release issued by the Registrant concerning this matter is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 8.01, including Exhibit 99.1 attached hereto, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such section. The information in this report, including the exhibit, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, regardless of any incorporation by reference language in any such filing, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. | Description |
99.1 | |
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
STEEL CONNECT, INC. | ||
Date: March 18, 2020 | By: | /S/ DOUGLAS B. WOODWORTH |
Douglas B. Woodworth | ||
Chief Financial Officer | ||
(Principal Financial Officer) | ||
EXHIBIT 99.1
STEEL CONNECT ANNOUNCES BOARD FEE DEFERRALS
WALTHAM, Mass. (March 18, 2020) -- Steel Connect, Inc. (NASDAQ: STCN) today announced that it is taking proactive steps to minimize the potential impacts of the Coronavirus (COVID-19) on the Company.
In light of the unprecedented circumstances and the rapidly changing situation concerning the Coronavirus, the Board of Directors unanimously approved the deferral of all Board Fees through the second quarter of calendar year 2020 and will review continuing this decision quarterly throughout calendar year 2020.
"Our leadership believes it is critical that we take decisive actions. I am very proud of our team's tireless efforts to always be there for each other, our communities, our customers, and our stakeholders. We will continue to look at additional cost reduction actions as the situation develops so that we may continue to serve all of our customers and stakeholders to the best of our ability," said Executive Chairman and Interim Chief Executive Officer, Warren Lichtenstein.
About Steel Connect, Inc.
Steel Connect, Inc. is a diversified holding company with two wholly-owned subsidiaries, ModusLink Corporation and IWCO Direct, that have market-leading positions in supply chain management and direct marketing.
ModusLink Corporation provides supply chain business management services to many of the world's great brands across a diverse range of industries, including consumer electronics, telecommunications, computing and storage, software and content, consumer packaged goods, medical devices, retail and luxury goods. With experience and expertise in packaging, kitting and assembly, fulfillment, digital commerce, reverse logistics, as well as a global footprint spanning the Americas, Europe and the Asia-Pacific region, the Company's adaptive approach to supply chain services helps to drive growth, lower costs and improve profitability.
IWCO Direct is a leading provider of data-driven marketing solutions that help clients drive response across all marketing channels to create new and more loyal customers. The company's full range of services includes strategy, creative and execution for omnichannel marketing campaigns, along with one of the industry's most sophisticated postal logistics strategies for direct mail. The company is ISO/IEC 27001 Information Security Management System (ISMS) certified through BSI, reflecting its commitment to data security.
For details on ModusLink Corporation's solutions visit www.moduslink.com, read the Company's blog for supply chain professionals and follow on LinkedIn, Twitter, Facebook and YouTube.
For details on IWCO Direct visit www.iwco.com, read the Company's blog, "SpeakingDIRECT," or follow on LinkedIn and Twitter.
Investor Contact
Jennifer Golembeske, 212-520-2300
jgolembeske@steelpartners.com