Form 8-K












Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): December 22, 2017




(Exact name of registrant as specified in its charter)




Oregon   000-23996   93-1151989

(State or other jurisdiction

of incorporation or organization)



File Number)


(I.R.S. Employer

Identification Number)

2765 N.W. Nicolai Street

Portland, Oregon

(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (503) 227-7908

Not Applicable

Former name or former address, if changed since last report



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:


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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 7.01 Regulation FD Disclosure.

On December 22, 2017, Schmitt Industries, Inc. (the “Company”) issued a press release entitled “Schmitt Industries, Inc. Concludes 2017 Rights Offering Heavily Oversubscribed.” A copy of the press release is attached as Exhibit 99.1 to this report and the information contained therein is incorporated by reference into this report.

The information furnished pursuant to this Current Report on Form 8-K, including the exhibits hereto, shall not be considered “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into future filings by the Company under the Securities Act of 1933, as amended, or under the Exchange Act, unless the Company expressly sets forth in such future filing that such information is to be considered “filed” or incorporated by reference therein


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


99.1    Press release entitled “Schmitt Industries, Inc. Concludes 2017 Rights Offering Heavily Oversubscribed.”


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.


December 22, 2017     By:  

/s/ Ann M Ferguson

    Name:   Ann M Ferguson
    Title:   Chief Financial Officer and Treasurer

Exhibit 99.1




Schmitt Industries, Inc. Concludes 2017 Rights Offering Heavily Oversubscribed


December 22, 2017


Portland, OR. – Schmitt Industries, Inc. (NASDAQ: SMIT) (the Company”) today announced the completion of its Subscription Rights Offering (the “Rights Offering”) in which 998,636 common shares will be issued, resulting in gross proceeds to the Company of $2,496,590. Pursuant to the Rights Offering, the Company issued one right for each common share to the shareholders of record as of November 27, 2017. Holders of the rights were entitled to purchase common shares by submitting three rights and $2.50 for each share to be purchased. The Rights Offering expired at 5:00 pm Eastern Time on December 20, 2017.

Preliminary results indicate that the Company received total subscriptions of approximately $5.4 million (including over-subscription requests and notices of guaranteed delivery) for 215% of the 998,636 shares available to be issued pursuant to the primary subscription. Approximately 45% of the shares to be issued were subscribed for in the primary subscription. The over-subscription requests exceeded the over-subscription shares available. As a result, the available over-subscription shares will be allocated pro rata among those fully exercising record date shareholders based on the number of rights originally issued to them by the Company. The new common shares will be issued on or about December 27, 2017.

The Board of Directors thanks all our subscribing shareholders, as well as the full service brokers and financial advisers who assisted our shareholders throughout the Rights Offering.

The information herein is not complete and is subject to change. This announcement shall not constitute an offer to sell, or the solicitation of an offer to buy, the subscription rights or the underlying Common Stock, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state. The offering will be made only by means of a prospectus which is part of the Registration Statement filed with the SEC.

About Schmitt Industries

Schmitt Industries, Inc., an Oregon corporation, designs, manufactures and sells high precision test and measurement products for two main business segments: the Balancer Segment and the Measurement Segment. For the Balancer Segment, the Company designs, manufactures and sells computer-controlled vibration detection, balancing and process control systems for the worldwide machine tool industry, particularly for grinding machines. For the Measurement Segment, the Company designs, manufactures and sells laser and white light sensors for distance, dimensional and area measurement for a wide variety of commercial applications and measurement products that accurately measure the fill levels of tanks holding propane, diesel and other tank-based liquids and transmit that data via satellite to a secure web site for display. The Company also provides sales and service for Europe and Asia through its wholly owned subsidiary, Schmitt Europe Limited (SEL), located in Coventry, England and through its sales representative office located in Shanghai, China.


2765 NW NICOLAI ST.• PORTLAND, OREGON 97210 • 503/227-7908FAX 503/223-1258