BIO-RAD LABORATORIES, INC. (NYSE:BIO) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of ListingItem 3.01
On March19, 2018, Bio-Rad Laboratories, Inc. (the “Company”) received an expected notice from the New York Stock Exchange (the “NYSE”) stating that the Company is not in compliance with the NYSE’s continued listing requirements under the timely filing criteria outlined in Section802.01E of the NYSE Listed Company Manual due to the delay in filing the Company’s Annual Report on Form10-K for the fiscal year ended December31, 2017 (the “2017 Form 10-K”).
As previously disclosed, the Company reported in a Form12b-25 filed with the Securities and Exchange Commission (“SEC”) on March2, 2018 that it was unable to file its 2017 Form10-K within the prescribed time period without unreasonable effort or expense. On March16, 2018, the Company filed a Current Report on Form8-K with the SEC to disclose that it was unable to file its 2017 Form10-K by the extended filing deadline of March16, 2018 because the Company’s independent registered public accounting firm required additional time to complete its audit of the Company’s 2017 financial statements including its assessment of the effectiveness of the Company’s internal control over financial reporting related to the Company’s conversion in April 2017 to a new ERP system and business structure for a substantial portion of its European operations.
In accordance with NYSE rules, the Company has contacted the NYSE to discuss the status of the 2017 Form10-K and issued a press release on March22, 2018 pertaining to the late filing, which has been included as Exhibit99.1 to this Form8-K. The Company intends to file its 2017 Form10-K as promptly as possible after its independent registered public accounting firm has completed its audit.
The NYSE informed the Company that under NYSE rules, the Company has six months from the due date to file its 2017 Form10-K with the SEC. If the Company fails to file the late report and all other periodic reports with subsequent due dates within six months of the filing due date of the late report, the NYSE may, in its sole discretion, allow the Company’s securities to remain listed for up to an additional six months depending on certain circumstances. The Company may regain compliance with the NYSE listing standards at any time prior to such date by filing its 2017 Form10-K with the SEC. The NYSE notice also reserves the right of the NYSE to commence delisting proceedings at any time if circumstances warrant.
The statements above the Company makes regarding the anticipated timing of the filing of the Company’s 2017 Form10-K are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and are subject to risks and uncertainties. We have based these statements on the information now known to us. Although we believe that the assumptions and expectations reflected in these statements are reasonable, the timing of completion of the audit process and the filing of the 2017 Form10-K in order to come into compliance with the NYSE’s requirements for continued listing is subject to known and unknown risks and uncertainties and could vary materially from our current expectations. The Company cautions you not to place undue reliance on forward-looking statements, which reflect an analysis only and speak only as of the date hereof. The Company disclaims any obligation to update these forward-looking statements.
| Item 3.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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ExhibitNo. |
Description |
| 99.1 | Press Release dated March22, 2018 |
BIO RAD LABORATORIES INC ExhibitEX-99.1 2 d553835dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 Press Release Bio-Rad Laboratories,…To view the full exhibit click here
About BIO-RAD LABORATORIES, INC. (NYSE:BIO)
Bio-Rad Laboratories, Inc. (Bio-Rad) is a manufacturer and distributor of life science research and clinical diagnostics products. The Company manufactures and supplies the life science research, healthcare, analytical chemistry and other markets with a range of products and systems used to separate complex chemical and biological materials and to identify, analyze and purify their components. Bio-Rad operates in two segments: Life Science and Clinical Diagnostics. The Company’s Life Science segment develops, manufactures, sells and services reagents, apparatus and instruments used for biological research. The Company’s Clinical Diagnostics segment develops, manufactures, sells and services automated test systems, informatics systems, test kits and specialized quality controls for the healthcare market. Bio-Rad sells over 8,000 products and services to a client base consisting of scientific research, healthcare, education and government customers around the world.