Form 8-K - Current report

 

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):  September 25, 2023

_______________________________

Technical Communications Corporation

(Exact name of registrant as specified in its charter)

_______________________________

Massachusetts	001-34816	04-2295040
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

100 Domino Drive

Concord, Massachusetts 01742

(Address of Principal Executive Offices) (Zip Code)

[phone]

(Registrant's telephone number, including area code)

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))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 8.01. Other Events.

On September 25, 2023, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit Number		Description
99.1		Press Release dated September 25, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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 hereunto duly authorized.

	Technical Communications Corporation
Date: September 25, 2023	By:	/s/ Carl H. Guild, Jr.
		Carl H. Guild, Jr.
		President, Chief Executive Officer and Acting Chief Financial Officer

 

EXHIBIT 99.1

Technical Communications Corporation Announces Decision to Go “Dark”

CONCORD, Mass., Sept. 25, 2023 (GLOBE NEWSWIRE) -- Technical Communications Corporation (OTCQB: TCCO) today announced its decision to deregister its common stock under Section. 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as well as suspend its reporting obligations under Section 15(d) of the Exchange Act.

This decision to go “Dark” is in support of the Company’s intention to return to profitability as soon as possible and using cash resources for that purpose is the top fiscal priority. The reduction in time spent by its management and employees in complying with the requirements applicable to SEC reporting companies will enable them to focus our resources more on managing the Company’s business and generating new revenues.

The Company filed a Form 15 with the Securities and Exchange Commission on September 21, 2023 to deregister its securities under Section 12(g) of the Exchange Act and suspend its reporting obligations under Section 15(d) of the Exchange Act. The Company will communicate other news and information to shareholders from time to time via its website www.tccsecure.com .

Previously, on May 9, 2023, TCC announced that it received a $1.580 million contract from a major North African country for the company’s CX7211 IP Data Encryption systems, KEYNET Management Systems, on-site training and support. Delivery of the equipment and training services has begun and is expected to be completed in December 2023. This is the first order in a potential multi-order procurement that is expected to extend through CY2025.

The CX7211 IP Data Encryption System is a member of TCC’s network encryption family. It provides strategic-level security for data signals in demanding environments and covers a broad range of network interfaces. Critical satellite communications networks and command and control networks are protected today by the CX7211 IP Data Encryption System.

About Technical Communications Corporation
For over 60 years, TCC has specialized in superior-grade secure communications systems and customized solutions, supporting our CipherONE^® best-in-class criteria, to protect highly sensitive voice, data and video transmitted over a wide range of networks. Government entities, military agencies and corporate enterprises in 115 countries have selected TCC's proven security to protect their communications. Learn more: www.tccsecure.com

Statements made in this press release or as may otherwise be incorporated by reference herein constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include but are not limited to statements regarding anticipated operating results, future earnings, and the ability to achieve growth and profitability. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, including but not limited to the effect of foreign political unrest; domestic and foreign government policies and economic conditions; future changes in export laws or regulations; changes in technology; the ability to hire, retain and motivate technical, management and sales personnel; the risks associated with the technical feasibility and market acceptance of new products; changes in telecommunications protocols; the effects of changing costs, exchange rates and interest rates; and the Company's ability to secure adequate capital resources. Such risks, uncertainties and other factors could cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

Carl H. Guild, Jr.
President and C.E.O.
[phone]
www.tccsecure.com

Cover	Sep. 25, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 25, 2023
Entity File Number	001-34816
Entity Registrant Name	Technical Communications Corporation
Entity Central Index Key	0000096699
Entity Tax Identification Number	04-2295040
Entity Incorporation, State or Country Code	MA
Entity Address, Address Line One	100 Domino Drive
Entity Address, City or Town	Concord
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01742
City Area Code	978
Local Phone Number	287-5100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false

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