Current Report Filing (8-k)
October 29 2020 - 3:55PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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):
October
23, 2020
SUPERIOR
DRILLING PRODUCTS, INC.
(Exact
name of registrant as specified in its charter)
Utah
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46-4341605
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(State
of Incorporation)
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(I.R.S.
Employer Identification No.)
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1583
South 1700 East Vernal, Utah
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84078
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(Address
of principal executive offices)
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(Zip
code)
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Commission
File Number: 001-36453
Registrant’s
telephone number, including area code: (435) 789-0594
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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
Registered Pursuant to Section 12(b) of the Exchange Act:
Title
of each class:
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Trading
Symbol(s)
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Name
of each exchange on which registered:
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Common
Stock, $0.001 par value
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SDPI
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NYSE
MKT
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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. [ ]
Item
2.02.
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Results
of Operations and Financial Condition.
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On
October 29, 2020, Superior Drilling Products, Inc. (the “Company”) issued a press release announcing its preliminary
financial results and certain operations results for the third quarter ended September 30, 2020. The Company also announced additional
cost savings initiatives. A copy of the press release making the announcement is attached hereto as Exhibit 99.1.
Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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The
Company announced a 40% deferral in the base salary for each
of the Company’s named executive officers, G. Troy Meier, Annette Meier, and Chris Cashion, of $190,000, $170,000 and $120,000,
respectively, all effective October 23, 2020. The deferrals are part of a broader cash conservation effort to mitigate the impact
relating to the deterioration of oil prices and the COVID-19 health emergency in the United States. These deferrals are in addition
to the prior reductions of the base salaries announced by the Company in April 2020.
Business
Update
In
addition to the deferrals noted in Item 5.02, the Company also announced several other cost reduction initiatives in response
to the deterioration of the COVID-19 pandemic and the related impact on its business, including (i) an additional reduction of
the Company’s workforce resulting in a total decrease of 43% for the year, (ii) a 20% deferral in the base salaries
of certain non-executive officers of the Company, (iii) a 40% deferral in fees to be paid to the independent directors on the
Board for their service as directors, and (iv) a 10% deferral in salaries of other members of the management team and salaried
workforce.
A
copy of the press release making this announcement, and announcing the changes in the salaries of the named executive officers,
is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
*
Furnished herewith.
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.
Date:
October 29, 2020
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SUPERIOR
DRILLING PRODUCTS, INC.
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/s/
Christopher D. Cashion
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Christopher
D. Cashion
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Chief
Financial Officer
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