Document


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: March 15, 2017 (Date of earliest event reported March 15, 2017)

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

Switzerland
1-36521
Not Applicable
 
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
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 3.01.
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed by TCP International Holdings Ltd. (the “Company”), on November 21, 2016, the New York Stock Exchange (the “NYSE”) suspended trading in the Company’s common stock and announced its intention to commence proceedings to delist the Company’s common stock from the NYSE. The Company subsequently appealed the NYSE’s delisting determination and requested that the determination be reviewed by a Committee of the Board of Directors of NYSE Regulation. On March 15, 2017, the Company withdrew its request for an appeal. As a result, the NYSE notified the Company of its intention to apply to the Securities and Exchange Commission for delisting of the Company’s common stock, which will remove the common stock from listing and registration on the NYSE.
The Company’s common stock currently trades under the symbol “TCPIF” on the OTC Link, which is operated by OTC Markets Group Inc.
Item 7.01.
Regulation FD Disclosure.
On March 15, 2017, the Company issued a press release regarding the withdrawal of its appeal and the delisting of its common stock from the NYSE. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01.    Financial Statements and Exhibits.
(d)     Exhibits.
EXHIBIT INDEX
DESCRIPTION
99.1
Press Release, dated March 15, 2017.






SIGNATURES
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.

 
 
TCP INTERNATIONAL HOLDINGS LTD.
 
 
 
 
 
 
 
By:
   /s/ Zachary Guzy
 
 
   Zachary Guzy
 
 
   Chief Financial Officer
Date: March 15, 2017
 
   
 
 
 







Exhibit


http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=11470348&doc=3

TCP Announces Withdrawal of Appeal of NYSE Delisting
Aurora, Ohio (March 15, 2017) – TCP International Holdings Ltd. (OTC: TCPIF) (“the Company”) today announced that the Company has withdrawn its request to appeal the New York Stock Exchange’s determination to delist TCPI’s common stock. As a result, the NYSE notified the Company of its intention to apply to the Securities and Exchange Commission for delisting of TCPI’s common stock, which will remove the common stock from listing and registration on the NYSE. The Company will continue to trade on the OTC Link, and the NYSE delisting will not affect the Company’s day-to-day business operations.
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 and other energy efficient lighting products. TCP 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. These forward-looking statements are only predictions, not historical fact, and involve certain risks and uncertainties, as well as assumptions. Actual results, levels of activity, performance, achievements and events could differ materially from those stated, anticipated or implied by such forward-looking statements. While TCP believes that its assumptions are reasonable, it is very difficult to predict the impact of known factors, and, of course, it is impossible to anticipate all factors that could affect actual results. There are a number of risks and uncertainties that could cause actual results to differ materially from forward-looking statements made herein. Such forward-looking statements are made only as of the date of this release. TCP expressly disclaims any obligation or undertaking to release any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations with regard thereto or changes in events, conditions or circumstances on which any statement is based.
Contact
Zachary Guzy
Chief Financial Officer
330-954-7689
ir@tcpi.com