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UNITED STATES |
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FORM 8-K |
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CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 |
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Date of Report (Date of earliest event reported): March 22, 2013 |
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A. T. CROSS COMPANY |
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Rhode Island |
1-6720 |
05-0126220 |
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One Albion Road, Lincoln, Rhode Island |
02865 |
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Registrant's telephone number, including area code (401) 333 1200
N/A |
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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 240.13e-4(c)) |
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Section 3 - Securities and Trading Matters
Item 3.01 - Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
(a) and (b)
Edward J. Cooney, a Class B member of the Board of Directors (the “Board”) of A.T. Cross Company (the “Company”), died unexpectedly on March 20, 2013. Mr. Cooney was Chairman of the Company’s Audit Committee and an “audit committee financial expert” as defined by applicable rules of the Securities and Exchange Commission, and a member of the Company’s Compensation Committee.
On March 22, 2013, the Company notified The NASDAQ Stock Marketplace LLC (“Nasdaq”) that, as a result of Mr. Cooney’s death, the Company is no longer in compliance with NASDAQ Marketplace Rule 5605(c)(2)(A), because the Audit Committee no longer has at least three members. Additionally, the Company is in the process of determining whether any other member of the Board meets the financial sophistication requirements set out in Rule 5605(c)(2)(A).
On March 22, 2013, the Company received a response letter from Nasdaq acknowledging the Company’s non-compliance with Rule 5605. The Nasdaq letter further provided that, consistent with Rule 5605(c)(4), the Company shall have the following cure period to regain compliance: (i) until the earlier of the Company’s next annual shareholders’ meeting or March 20, 2014; or (ii) if the next annual shareholders’ meeting is held before September 16, 2013, then the Company must evidence compliance no later than September 16, 2013.
The Company intends to regain compliance with Rule 5605 prior to the expiration of the cure period granted by Nasdaq.
SIGNATURES
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A. T. CROSS COMPANY |
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Date: March 25, 2013 |
KEVIN F. MAHONEY |