a8-k2015april


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): April 2, 2015

TCP INTERNATIONAL HOLDINGS LTD.
(Exact name of registrant as specified in its charter)



 
 
 
 
Switzerland
1-36521
Not Applicable
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. Employer
Identification No.)
Alte Steinhauserstrasse 1
6330 Cham, Switzerland
(Address of principal executive offices)
(330) 995-6111
(Registrant’s 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 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))






Item 8.01 Other Events.

On April 1, 2015, TCP International Holdings Ltd. (the “Company”) issued a press release regarding the status of its ongoing product validation review, as well as when it expects to file its Annual Report on Form 10-K for the year ended December 31, 2014. A copy of the press release is filed as Exhibit 99.1 hereto.
    
Forward Looking Statements

     Certain statements in the foregoing press releases may constitute 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, including those related to the Company's intentions and beliefs regarding claims filed against it, and the testing and timing for the delivery of its products. Actual results may differ materially from those implied by such forward-looking statements, which are made only as of the respective dates of such releases, due to, among other reasons, the uncertain nature of litigation and judicial processes, developments with respect to the filed claims and the outcome of the quality control procedures. The Company expressly disclaims any obligation or undertaking to update such forward-looking statements, except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits
 
 
 
 
 
EXHIBIT INDEX
 
DESCRIPTION
 
 
 
99.1
 
Press release, dated April 1, 2015





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 thereunto duly authorized.


 
 
 
 
 
 
 
 
TCP INTERNATIONAL HOLDINGS LTD.
 
 
By:
/s/ Brian Catlett
 
 
 
 Brian Catlett
Chief Financial Officer and Treasurer


Date: April 2, 2015











EXHIBIT INDEX


 
 
 
 
 
EXHIBIT
No.
 
DESCRIPTION
 
 
 
99.1
 
Press release, dated April 1, 2015



ex-9912015april

Exhibit 99.1

TCP Product Validation Proceeding as Expected

Ongoing Product Review Affirms Strength, Quality and Safety of TCP Products

TCP Thanks Customers for Support

AURORA, Ohio, April 1, 2015 – TCP International Holdings Ltd. (NYSE: TCPI) (“TCP” or “the Company”) today announced that its product validation review is proceeding as expected. The Company has completed testing on substantially all of its fastest moving SKUs. For the remaining SKUs, TCP expects to complete validation shortly. In addition, the Company affirmed that UL certified designs are available for all products and that products being shipped are UL certified.

As previously announced, consistent with TCP’s quality commitment, the Company voluntarily chose to conduct additional levels of quality control on its products. TCP engaged an outside testing firm to support these efforts, which, while ongoing, have affirmed the strength, quality and safety of TCP’s product line.

TCP issued the following statement:
    
“The TCP team would like to thank TCP customers for the outspoken support and patience they have extended to us during this period. The support we have received from our customers – both new and existing, large and small – is a testament to TCP’s products and talented team of more than 7,000 employees worldwide. Our customers can count on us to continue providing the superior service and quality, innovative lighting technology for which TCP has long been known.”

The Company also noted that it expects to file its Annual Report on Form 10-K for the year ended December 31, 2014, on or before April 15, 2015, as separately disclosed in a Form 12b-25 filed today with the Securities and Exchange Commission.

In conjunction with this 10-K filing, the Company intends to announce its 2014 fourth quarter and full year financial results. The Company will issue a separate press release detailing the date and time of the associated conference call and webcast.

About TCP  
TCP is a leading global manufacturer and distributor of energy efficient lighting technologies. TCP’s extensive product offerings include LED and CFL lamps and fixtures, internet-based lighting control solutions and other energy efficient lighting products. TCP has the largest combined number of LED and CFL ENERGY STAR® compliant lighting products, and is a proud ENERGY STAR® partner of the U.S. Environmental Protection Agency.  TCP’s products are currently offered through thousands of retail and C&I distributors. Since TCP’s inception, it has sold more than one billion energy efficient lighting products.  For more information, visit http://www.tcpi.com.





Forward Looking Statements
Certain statements in this release may constitute 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, including those related to TCP’s intentions and beliefs regarding the expected filing date of its Annual Report on Form 10-K for 2014, the release of earnings information for 2014, and the product validation review. Actual results may differ materially from those implied by such forward-looking statements, which are made only as of the date of this release, due to, among other reasons, unanticipated delays in filing the Annual Report for 2014 or in releasing earnings for 2014, and the ongoing nature of the product validation review. TCP expressly disclaims any obligation or undertaking to update such forward-looking statements, except as required by law.

Contacts
For Investors:
Brian Catlett
Chief Financial Officer
330-954-7689
ir@tcpi.com

Mike Funari
Sapphire Investor Relations, LLC
415-471-2700
ir@tcpi.com

For Media:
Barrett Golden / Eric Brielmann
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449 / 415-869-3950