SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 30, 2020
Power Solutions International, Inc.
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction
201 Mittel Drive, Wood Dale, Illinois 60191
(Address of Principal Executive Offices, and Zip Code)
Registrants Telephone Number, Including Area Code
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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange
on which registered
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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 8.01.|| |
Application for a 45-day extension of the filing deadline of the 10-K.
Power Solutions International, Inc. (the Company) seeks an extension of 45 days to file its annual report on Form 10-K for the fiscal year ended December 31, 2019 (the Annual Report), based on the Securities and Exchange Commission (the SEC) Order under Section 36 of the Securities Exchange Act of 1934, as amended (the Exchange Act), set forth in Release No. 34-88465, issued March 25, 2020 (the Modified Order), which authorizes the SEC to exempt, either conditionally or unconditionally, any person, security or transaction, or any class or classes of persons, securities, or transactions, from any provision or provisions of the Exchange Act or any rule or regulation thereunder, to the extent that such exemption is necessary or appropriate in the public interest, and is consistent with the protection of investors. The Modified Order supersedes SEC Release No. 34-88318, issued March 4, 2020 (the Original Order).
As a result of the novel coronavirus (COVID-19) pandemic, restrictions to everyday activities throughout the United States and abroad have resulted in a significant disruption to the Companys operations. The disruptions in transportation, staffing, and technology systems, which have occurred over the last week to both the Company and the Companys professional advisors have resulted in limited support from the Companys staff and professional advisors. In particular, COVID-19 has caused disruptions in the Companys day-to-day activities and impaired the Companys ability to perform necessary work on its Annual Report. This, in turn, has delayed the Companys ability to complete the Annual Report. Notwithstanding the foregoing, the Company expects to file the Annual Report no later than May 14, 2020 (which is 45 days from the Annual Reports original filing deadline of March 30, 2020).
Due to these special circumstances, the Company seeks the 45-day relief period in filing the Annual Report. The Company believes it will be able to meet its obligation to file by the end of the 45-day relief period, and the reason the Annual Report cannot be filed timely does not relate to the inability of any person, other than the Company, to furnish any required opinion, report or certification.
In light of the current COVID-19 pandemic, the Company will be including the following Risk Factor in its Annual Report, as may be updated to reflect subsequent events impacting the Company:
The Company is unable to predict the impact of COVID-19 on the Company including its business, results of operations and financial condition.
Any outbreaks of contagious diseases and other adverse public health developments could have a material and adverse effect on the Companys business, results of operations and financial condition. The recent outbreak of COVID-19, which was declared by the World Health Organization in March 2020 to be a pandemic, has resulted in significant governmental measures being implemented to control the spread of the virus, including quarantines, travel restrictions, business shutdowns and restrictions on the movement of people in the United States and abroad. These factors, in turn, may not only impact the Companys operations, financial condition and demand for the Companys goods and services, but its overall ability to react timely to mitigate the impact of this event. Additionally, several of the Companys key suppliers are in China, where the illness caused by COVID-19 was first identified. Depending on the severity and longevity of the COVID-19 pandemic, the Companys business, employees, customers, suppliers and stockholders may experience a significant negative impact. As such, the impact COVID-19 may have on the Companys business, results of operations and financial condition cannot be reasonably estimated at this time, but the impact may be material. In addition, due to the speed with which the COVID-19 situation is developing and evolving, there is uncertainty around its ultimate impact on public health, business operations and the overall economy; therefore, the negative impact on the Companys business, results of operations and financial condition cannot be reasonably estimated at this time, but the impact may be material.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
|Power Solutions International, Inc.|
|Dated: March 30, 2020||By:|
|Name:||Charles F. Avery, Jr.|
|Title:||Chief Financial Officer|