SECURITIES AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the Securities Exchange Act of 1934
of Report (date of earliest event reported): August 21, 2017
Name of Registrant as Specified in Charter)
(State or Other Jurisdiction
Tarob Court, Milpitas, California 95035
of Principal Executive Offices) (Zip Code)
telephone number, including area code)
name or former address, if changed since last report)
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:
||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))|
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).
growth company [ ]
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. [ ]
8.01. Other Events
of Potential Alternative Strategic Transactions
April 13, 2017, Sierra Monitor Corporation, a California corporation (the “Company”) filed a Current Report
on Form 8-K, which disclosed that the Board of Directors (the “Board”) of the Company had undertaken to identify
and evaluate potential alternative strategic transactions in order to enhance value to the Company’s shareholders. The Board
further advised that, on April 10, 2017, the Company had received $1,000,000 in cash from a potential strategic partner. Of the
total cash received, $500,000 was an expense reimbursement for some of the out-of-pocket costs the Company had incurred in connection
with its consideration of strategic alternatives. The other $500,000 was a fully refundable amount which the Company expected
to return to the payer.
Board has determined that it is not in the Company’s best interest to continue discussions with the strategic partner. As
a result, the Company will return the $500,000 refundable amount and will expense approximately $50,000 in out-of-pocket costs
related to its discussions with the strategic partner.
Board and the Company’s management will continue the process of evaluating opportunities to enhance shareholder value, including
a focus on returning to profitability, staffing for growth and evaluating alternative strategic transactions.
in this Current Report on Form 8-K, including those statements related to the Board’s identification and evaluation of potential
alternative strategic transactions, the potential transactions that could arise thereby and any other statements concerning the
Company’s future expectations, beliefs, goals, plans or prospects may constitute forward-looking statements. Generally,
forward-looking statements include expressed expectations, estimates and projections of future events and financial performance
and the assumptions on which these expressed expectations, estimates and projections are based. Statements that are not historical
facts, including statements about the beliefs and expectations of the parties and their management are forward-looking statements.
All forward-looking statements are inherently uncertain as they are based on various expectations and assumptions about future
events, and they are subject to known and unknown risks and uncertainties and other factors that can cause actual events and results
to differ materially from historical results and those projected. Risks and uncertainties include the timing and results of the
Board’s evaluation of potential alternative strategic transactions, the effect of such a transaction on the Company or on
shareholder value, and the possibility that such a transaction will not be completed, or if completed, not completed on a timely
basis. The Company does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a
result of new information, future events or otherwise.
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.
August 21, 2017
Gordon R. Arnold|
Chief Executive Officer|