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 25, 2004
SCOPE INDUSTRIES
| California | 1-3552 | 95-1240976 | ||
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
Identification No.) |
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| 233 Wilshire Boulevard, Suite 310, Santa Monica, California | 90401-1206 | |||
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| (Address of principal executive offices) | (Zip code) | |||
Registrant’s telephone number, including area code (310) 458-1574
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| Item 5. Other Events. | ||||||||
| Item 7. Exhibits. | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT 99.1 | ||||||||
FORM 8-K
SCOPE INDUSTRIES
CURRENT REPORT
Item 5. Other Events .
Scope Industries (the “Company”) is filing this report on Form 8-K to report that the Company has today made filings necessary to delist its common stock from the American Stock Exchange and to deregister its common stock and terminate its reporting obligations under the Securities Exchange Act of 1934. A copy of the Press Release relating to this announcement is attached as Exhibit 99.1 hereto and incorporated herein by reference.
Item 7. Exhibits.
(99.1) Press release dated March 25, 2004, regarding the Company’s intention to delist from the American Stock Exchange.
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FORM 8-K
CURRENT REPORT
SCOPE INDUSTRIES
SIGNATURES
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.
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SCOPE INDUSTRIES
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March 25, 2004
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By: |
/s/ ERIC M. IWAFUCHI
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| (Date) | Eric M. Iwafuchi, Vice President, | |||
| Chief Financial Officer and Secretary | ||||
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EXHIBIT 99.1
PRESS RELEASE
March 25, 2004
SCOPE INDUSTRIES TO TERMINATE SEC REPORTING AND AMEX LISTING
Scope Industries (SCP) (the "Company") has sent a letter to its shareowners informing them that the Company has made appropriate filings to delist and withdraw its common stock from the American Stock Exchange ("AMEX") and to deregister its common stock with the Securities and Exchange Commission ("SEC").
The Company's Board of Directors considered several factors in making this decision, including:
- The small number of shareowners of record in the Company's stock (under 70);
- The minimal average daily trading volume in the Company's common stock in recent years; and
- The significant costs of complying with the requirements of the Sarbanes-Oxley Act of 2002 and the SEC's implementing rules.
"After careful consideration, the Board of Directors concluded that it was no longer in the best interest of the Company to be a listed company and subject to the SEC's reporting requirements and other rules implementing the Sarbanes-Oxley Act", said, Meyer Luskin, the Company's Chairman. "The significant, accounting, legal and administrative costs that are associated with the SEC's reporting requirements now outweigh the advantages to this Company of having its stock listed on the AMEX. The Company believes that these costs will increase due to the Sarbanes-Oxley legislation and the continuing expansion of SEC regulation without corresponding value to either the Company or its shareowners".
The Company anticipates that its common stock will be quoted on the Pink Sheets (R), an electronic quotation service for over-the-counter securities, following deregistration and delisting from the AMEX, to the extent that market makers continue to demonstrate an interest in trading in the common stock. No guarantee, however, can be made that trading will continue.
Established in 1938 and headquartered in Santa Monica, California, Scope Industries main business segment is the recycling of bakery waste material into an animal feed supplement. The Company recently sold its vocational school group segment and still derives some revenues from oil and gas interests.
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The Company's actual results could differ materially from those set forth in the forward-looking statements. For a discussion of factors that might affect actual results, investors may refer to the Company's most recent Form 10-K filed with the SEC. The Company assumes no obligation to update any forward-looking statements contained in this release.