UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
_____________________________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 12, 2015
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Daktronics, Inc.
(Exact name of registrant as specified in its charter)
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South Dakota | 0-23246 | 46-0306862 |
(State or other jurisdiction | (Commission | (I.R.S. Employer |
Incorporation or organization) | File Number) | Identification Number) |
201 Daktronics Drive
Brookings, SD 57006
(Address of principal executive office) (zip code)
(605) 692-0200
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
This Current Report on Form 8-K (the “Report”) contains both historical and forward-looking statements that involve risks, uncertainties and assumptions. The statements contained in this Report that are not purely historical are forward-looking statements that are subject to the safe harbors created under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, including statements regarding our expectations, beliefs, intentions and strategies for the future. These statements appear in a number of places in this Report and include all statements that are not historical statements of fact regarding our intent, belief or current expectations with respect to, among other things: (i) our financing plans; (ii) trends affecting our financial condition or results of operations; (iii) our growth strategy and operating strategy; (iv) the declaration and payment of dividends; (v) the timing and magnitude of future contracts; (vi) parts shortages and longer lead times; (vii) fluctuations in margins; and (viii) the introduction of new products and technology. The words “may,” “would,” “could,” “should,” “will,” “expect,” “estimate,” “anticipate,” “believe,” “intend,” “plans” and similar expressions and variations thereof are intended to identify forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond our ability to control, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors discussed herein, including those discussed in detail in our filings with the Securities and Exchange Commission, including in our Annual Report on Form 10-K for the fiscal year ended May 2, 2015 in the section entitled “Item 1A. Risk Factors”
Section 3 - Securities and Trading Markets
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
(b) On August 12, 2015, Daktronics, Inc. (the “Company”) notified NASDAQ that due to the August 11, 2015 death of Mr. James A. Vellenga, an independent director of the Company and a member of the Company’s Audit Committee, the Company no longer complied with NASDAQ’s audit committee composition requirements (NASDAQ Listing Rule 5605(c)(2)(A)) because it had two instead of three independent directors on its Audit Committee. On August 17, 2015, the Company’s Board of Directors appointed Kevin P. McDermott to its Audit Committee. As announced on June 23, 2015, Mr. McDermott is a member of the Company’s Board of Directors. The Company is now in compliance with NASDAQ Listing Rule 5605(c)(2)(A).
Section 8 – Other Events
Item 8.01 Other Events:
Incorporated by reference is a press release issued by Daktronics Inc. (the "Company") on August 17, 2015, which is attached hereto as Exhibit 99.1. The press release announced the August 11, 2015 passing of James A. Vellenga, who had been a director of the Company since 1997.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits:
(d) Exhibits. The following exhibit is furnished as part of this Report:
SIGNATURE
Pursuant 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.
DAKTRONICS, INC. | |
By: /s/Sheila M. Anderson | |
Sheila M. Anderson, Chief Financial Officer | |
Date: August 17, 2015 | |
EXHIBIT INDEX
Exhibit No. | Description |
Daktronics Inc. Announces the Death of Board Member, James A. Vellenga
Brookings, SD - August 17, 2015 - Daktronics Inc. (NASDAQ:DAKT) announced today with great sadness the August 11, 2015 death of James A. Vellenga, an independent director.
Reece Kurtenbach, chairman, president and chief executive officer, commented, "We are saddened by the loss of Jim and our hearts go out to his wife and extended family. Not only was he a tremendous supporter and business associate for Daktronics, he mentored many of us throughout the company over the years. His positive impact on us will endure."
Mr. Vellenga was elected to the Board of Directors in 1997 and served on the Audit Committee since 1999 and the Nominating and Governance Committee since 2011.
About Daktronics
Daktronics has strong leadership positions in, and is the world's largest supplier of, large screen video displays, electronic scoreboards, LED text and graphics displays, and related control systems. The company excels in the control of display systems, including those that require integration of multiple complex displays showing real-time information, graphics, animation, and video. Daktronics designs, manufactures, markets and services display systems for customers around the world in four domestic business units: Live Events, Commercial, High School Park and Recreation and Transportation, and one International business unit. For more information, visit the company's website at: www.daktronics.com, e-mail the company at investor@daktronics.com, call (605) 692-0200 or toll-free (800) 843-5843 in the United States or write to the company at 201 Daktronics Dr., PO Box 5128, Brookings, S.D. 57006-5128.
Safe Harbor Statement
Cautionary Notice: In addition to statements of historical fact, this news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and is intended to enjoy the protection of that Act. These forward-looking statements reflect the Company’s expectations or beliefs concerning future events. The Company cautions that these and similar statements involve risk and uncertainties which could cause actual results to differ materially from our expectations, including, but not limited to, changes in economic and market conditions, management of growth, timing and magnitude of future contracts and orders, fluctuations in margins, the introduction of new products and technology, the impact of adverse weather conditions, increased regulation and other risks described in the company’s SEC filings, including its Annual Report on Form 10-K for its 2015 fiscal year. Forward-looking statements are made in the context of information available as of the date stated. The Company undertakes no obligation to update or revise such statements to reflect new circumstances or unanticipated events as they occur.
For more information contact:
INVESTOR RELATIONS:
Sheila M. Anderson, Chief Financial Officer
Tel (605) 692-0200
Investor@daktronics.com
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