Current Report Filing (8-k)
25 March 2017 - 12:17AM
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): March 21, 2017
NCI, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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000-51579
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20-3211574
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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11730 Plaza American Drive, Reston, VA
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20190
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (703)
707-6900
N/A
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to
Rule 14a-12
under the Exchange Act (17 CFR
240.14a-12)
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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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Pre-commencement
communications pursuant to
Rule 13e-4(c) under
the Exchange Act (17 CFR
240.13e-4(c))
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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of
Listing.
On March 21, 2017, NCI, Inc. (the Company) received a written notice (the Notice) from the Listing
Qualifications Department of the NASDAQ Stock Market (NASDAQ), stating that the Company is not in compliance with NASDAQ Listing Rule 5250(c)(1) for continued listing because the Company has not timely filed its Annual Report on Form
10-K
for the fiscal year ended December 31, 2016 (the Form
10-K)
with the U.S. Securities and Exchange Commission. The Notice was issued in accordance with
standard NASDAQ procedures and has no immediate effect on the listing or trading of the Companys common stock on the NASDAQ Global Select Market.
As previously disclosed in the Companys Notification of Late Filing on Form
12b-25
filed on March 16, 2017,
the delay relates to the timing of the previously announced internal investigation initiated by the Company following its discovery that the Companys former controller had been embezzling money from the Company.
The Notice indicates that the Company has until May 22, 2017 to submit a plan to regain compliance with the NASDAQ continued listing standards. The
Company expects to file its Form
10-K
as soon as reasonably practicable and intends to do so by May 22, 2017, and thereby regain compliance with the NASDAQ continued listing standards and eliminate the
requirement to submit a plan of compliance to NASDAQ.
On March 24, 2017, the Company issued a press release disclosing the receipt of the Notice. A
copy of the press release is attached as Exhibit 99.1 to this report and incorporated herein by reference.
Item 9.01. Financial Statements and
Exhibits.
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Exhibit No.
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Description of Exhibit
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Exhibit 99.1
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Press Release, dated March 24, 2017.
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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
thereunto duly authorized.
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NCI, Inc.
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By:
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/s/ Lucas J. Narel
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Lucas J. Narel
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Executive Vice President, Chief Financial Officer, and Treasurer
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Date: March 24, 2017
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