Current Report Filing (8-k)
11 Abril 2019 - 4:16PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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): April 11, 2019
Commission
File Number 001-36387
HIGHCOM
GLOBAL SECURITY, INC.
(Exact
name of registrant as specified in its charter)
Colorado
|
|
84-1506325
|
(State
or other jurisdiction of
incorporation
or organization)
|
|
(IRS
Employer
Identification
No.)
|
2901
E. 4
th
Avenue, Unit J, Columbus, OH
(Address
of principal executive offices)
|
|
43219
(Zip
Code)
|
(614)
500-3065
(Registrant’s
telephone number)
Check
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 (see General Instruction A.2. below):
[ ]
|
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))
|
Indicate
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).
Emerging growth
company [ ]
If 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. [ ]
Highcom
Global Security, Inc. (the “Company”) has filed a Form 15 today with the Securities and Exchange Commission (“SEC”)
to voluntarily deregister its common stock. The Company is eligible to deregister because it reasonably believes there are fewer
than 300 holders of record of its common stock as of the beginning of the 2019 fiscal year and as of the date of the Form 15 and
otherwise qualifies to terminate the registration of its common stock under Section 12(g) of the Exchange Act. Upon filing the
Form 15, the Company’s obligations to file certain reports and forms with the SEC, including Forms 10-K, 10-Q and 8-K, are
immediately suspended. The Company expects that deregistration of its common stock will become effective 90 days after filing
the Form 15.
The
Company is deregistering because it believes that the incremental cost of compliance with the public company reporting requirements
does not provide a discernable benefit to the Company and is not in the best interests of its shareholders. Factors influencing
the Company’s decision include the following:
–
The high accounting, legal and administrative costs of preparing and filing periodic reports and other filings with the SEC in
comparison to the size of the Company.
–
The need for senior management of the Company to devote more time to the business of the Company.
–
The need to maintain the confidentiality of sensitive business information that would otherwise require SEC disclosure.
–
The already limited trading in the Company’s common stock.
–
The fact that current trading prices of the common stock make it unlikely that the Company could effectively use its common stock
to compensate employees, raise capital or make acquisitions.
The
Company’s securities will continue to be traded over the counter on the Pink Sheets, but the Company can make no assurance
that any broker will continue to make a market in the Company’s common stock.
SIGNATURE
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
Date:
April 11, 2019
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HIGHCOM
GLOBAL SECURITY, INC.
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By:
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/s/
James Black
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Print Name:
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James Black
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Title:
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Interim
Chief Financial Officer
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Highcom Global Security (CE) (USOTC:HCGS)
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