CELADON GROUP, INC. (NYSE:CGI) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item 3.01
Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing. |
(the Company), received from the New York Stock Exchange (the
NYSE) a notice of failure to satisfy a continued listing rule
or standard and related monitoring. This notice informed the
Company that, as a result of the Companys disclosure via Form
8-K filed May 1, 2017 regarding non-reliance and withdrawal of
auditor reports on the previously completed June 30, 2016 Form
10-K and the interim reviews related to the Companys Form 10-Qs
for the three month periods ended September 30, 2016 and
December 31, 2016, respectively, the NYSE has determined that
the Company has failed to timely file these forms with the
Securities and Exchange Commission. Accordingly, the Company is
subject to the procedures specified in Section 802.01E of the
NYSE Listed Company Manual. The Companys management has
discussed the notice with the NYSE.
reviewing this development. The Audit Committee is comprised of
all independent directors of the Company, and will be assisted
by an independent law firm and a leading, international
auditing, tax, and advisory firm.
Item 7.01 |
Regulation FD Disclosure.
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items noted above. A copy of the press release is attached to
this report as Exhibit 99.1.
(d)
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Exhibits.
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EXHIBIT
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NUMBER
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EXHIBIT DESCRIPTION
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99.1
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Press Release dated May 8, 2017 Regarding NYSE Status.
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9.01 of this report shall not be deemed filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended,
(the Exchange Act), or incorporated by reference in any filing
under the Securities Act of 1933, as amended (the Securities
Act), or the Exchange Act, except as shall be expressly set forth
by specific reference in such a filing.
99.1 of this report contains certain statements that may be
considered forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the
Exchange Act and such statements are subject to the safe harbor
created by those sections and the Private Securities Litigation
Reform Act of 1995, as amended. Such statements may be
identified by their use of terms or phrases, including expects,
expected, will, would be, intends, believes, and similar terms
and phrases. Forward-looking statements are based upon the
current beliefs and expectations of our management and are
inherently subject to risks and uncertainties, some of which
cannot be predicted or quantified, which could cause future
events and actual results to differ materially from those set
forth in, contemplated by, or underlying the forward-looking
statements. In this report, statements relating to the Audit
Committees review, the anticipated correction of the Filing
Delinquency, the timing of correcting the Filing Delinquency,
the Companys belief that it will continue to be listed on the
NYSE, anticipated grace periods, and anticipated NYSE actions
with respect to the Filing Delinquency and the listing of the
Companys common stock, among others, are forward-looking
statements. Actual results may differ from those set forth in
the forward-looking statements. It is possible that the Company
will have to record different financial statement entries.
Carrying values of the affected assets, including minority
interest in joint venture, could be subject to change. If that
occurs, restated financial statements could be required. There
can be no assurance that the re-issued statements will not
differ materially from those discussed in this press release or
as previously filed, or that additional adjustments will not be
identified. Factors that could cause actual results to differ
materially from those in the forward-looking statements
include, but are not limited to, the risk that additional
information may arise from the Companys and its Audit
Committees review, and subsequent accounting or related review
or analysis, the risk that the process of preparing, auditing,
and reviewing restated financial statements, if any, or other
subsequent events would require the Company to make additional
adjustments, the time and effort required to complete the
reissuance of its financial statements, the Companys ability to
timely file amended periodic reports reflecting restated
financial statements, if required, the ramifications of the
Companys potential inability to timely file any required
reports, including potential delisting of its common stock on
the NYSE, potential claims and proceedings relating to any of
these matters, and negative tax or other implications for the
Company resulting from any accounting adjustments, as well as
other risks described more fully in the Company’s filings with
the SEC. Readers should review and consider factors that could
impact results as provided in various disclosures by the
Company in its press releases, stockholder reports, and filings
with the Securities and Exchange Commission.
About CELADON GROUP, INC. (NYSE:CGI)
Celadon Group, Inc. (Celadon) is a truckload freight transportation provider. The Company’s segments are asset-based, asset-light, and equipment leasing and services. Its services involve point-to-point shipping for its customers within the United States, between the United States and Mexico, and between the United States and Canada. The Company’s primary asset-based services include the United States domestic dry van, refrigerated and flatbed service; cross-border service between the United States and each of Mexico and Canada; intra-Mexico and intra-Canada service; contract service; regional and specialized short haul service, and rail intermodal service. The Company’s primary asset-light services include freight brokerage, warehousing, less-than truckload consolidation and supply chain logistics services. Celadon’s equipment leasing and services segment consists primarily of leasing activities with independent contractors and other trucking fleets. CELADON GROUP, INC. (NYSE:CGI) Recent Trading Information
CELADON GROUP, INC. (NYSE:CGI) closed its last trading session up +0.38 at 2.25 with 2,244,284 shares trading hands.