CITIZENS, INC. (NYSE:CIA) Files An 8-K Other Events
Item8.01
|
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing |
On April3, 2017, Citizens, Inc. (the Company) received an
expected notice from the New York Stock Exchange (the NYSE)
indicating that the Company is not in compliance with the NYSEs
continued listing requirements under the timely filing criteria
outlined in Section 802.01E of the NYSE Listed Company Manual due
to the delay in filing the Companys Annual Report on Form10-K for
the fiscal year ended December31, 2016 (the 2016 Form 10-K).
As previously disclosed, the Company reported in a Form
12b-25 filed with
the Securities and Exchange Commission (SEC) on March17, 2017
that it was unable to file its 2016 Form 10-K within the
prescribed time period without unreasonable effort or expense. On
March31, 2017, the Company filed a Current Report on Form 8-K
with the SEC to disclose that it was unable to file its 2016
Form10-K by the extended filing deadline of March31, 2017 because
the Companys independent registered public accounting firm
required additional time to complete the signoff of its audit of
the Companys 2016 financial statements and review of the 2016
Form10-K.
In accordance with
NYSE rules, the Company has contacted the NYSE to discuss the
status of the 2016 Form 10-K and issued a press release on
April7, 2017 pertaining to the late filing, which has been
included as Exhibit 99.1 to this Form 8-K. The Company intends to
file its 2016 Form 10-K as promptly as possible after its
independent registered public accounting firm has completed its
review and signoff.
The NYSE informed
the Company that under NYSE rules, the Company has six months
from the due date to file its 2016 Form 10-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 Companys 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 2016 Form 10-K with
the SEC. The NYSE notice also reserves the right of the NYSE to
commence delisting proceedings at any time if circumstances
warrant.
Cautionary Statement Regarding
ForwardLooking Statements
This report contains
forward-looking statements within the meaning of the federal
securities laws. These forward-looking statements reflect the
Companys current beliefs, assumptions and expectations regarding
future events, which are based on information currently available
to us. Forward-looking statements can generally be identified by
words such as may, will, plan, expect, project, intend, estimate,
anticipate, believe and continue or variations or similar
terminology. Such forward-looking statements in this report
include the anticipated timing of the filing of the Companys
2016Form 10-K. The forward-looking statements may involve risks,
uncertainties and other factors that could cause actual results
to differ materially from those indicated in these
statements.Please refer to the Companys filings with the SEC,
including among others the Companys Annual Report onForm10-Kfor
the year ended December31, 2015 and subsequent filings
onForm10-Q,for a discussion of important risk factors.
Forward-looking statements speak only as of the date on which
they are made. The Company undertakes no obligation to update
publicly or revise any forward-looking statement, whether as a
result of new information, future developments or
otherwise.
| Item9.01 | Financial Statements and Exhibits |
(d) Exhibits
| 99.1 | Press Release, date April7, 2017. |
About CITIZENS, INC. (NYSE:CIA)
Citizens, Inc. is an insurance holding company. The Company operates in three business segments: Life Insurance, Home Service and Other Non-Insurance Enterprises. The Life Insurance segment issues ordinary whole life insurance in the United States and in the United States Dollar-denominated amounts to foreign residents. It operates this segment through its subsidiaries, including CICA Life Insurance Company of America (CICA) and Citizens National Life Insurance Company (CNLIC). The Home Service segment sells limited-liability, named peril property policies covering dwelling and contents. Its home service insurance products consist of small face amount ordinary whole life and pre-need policies, which are designed to fund final expenses for the insured, primarily consisting of funeral and burial costs. The Other Non-insurance Enterprises segment includes Computing Technology, Inc. and Insurance Investors, Inc. This segment also includes the results of Citizens, Inc., the parent company. CITIZENS, INC. (NYSE:CIA) Recent Trading Information
CITIZENS, INC. (NYSE:CIA) closed its last trading session down -0.01 at 6.87 with 241,786 shares trading hands.
