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 16, 2015
DUCOMMUN INCORPORATED
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-08174 | 95-0693330 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 23301 Wilmington Avenue, Carson, California | 90745-6209 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (310) 513-7200
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 (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 2.02 | Results of Operations and Financial Condition. |
On March 16, 2015, Ducommun Incorporated (the “Company”) issued a press release postponing its earnings call for the fourth quarter and full year 2014 as the Company requires additional time to finalize the financial information because of certain errors in the reported financial results for certain prior periods. The Company expects that the correction of these errors generally will result in an increase in the Company’s net income for those periods. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information furnished in this Current Report under Item 2.02 and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. |
Exhibit Title or Description | |
| Exhibit 99.1 | Ducommun Incorporated Press Release issued on March 16, 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 hereunto duly authorized.
| DUCOMMUN INCORPORATED | ||||||
| (Registrant) | ||||||
| Date: March 16, 2015 | By: | /s/ Joseph P. Bellino | ||||
| Joseph P. Bellino | ||||||
| Vice President, Chief Financial Officer and Treasurer | ||||||
EXHIBIT 99.1
NEWS RELEASE
Ducommun to Delay Release of Earnings
LOS ANGELES, California (March 16, 2015) - Ducommun Incorporated (NYSE: DCO) (“Ducommun” or the “Company”) today announced that it will postpone its 2014 fourth quarter and year-end earnings announcement and conference call currently scheduled for Monday, March 16, 2015. The Company needs additional time to complete its 2014 financial statements and will file an extension notice on Form 12b-25 with the Securities and Exchange Commission to report the delayed filing of its Annual Report on Form 10-K. The Company requires further time to finalize the financial information because it has discovered certain errors in the reported financial results for certain prior periods. Ducommun anticipates that the correction of these errors generally will result in an increase in the Company’s net income for such periods. The Company’s assessment of these matters is ongoing and subject to additional review.
The Company expects to announce its 2014 fourth quarter and year-end results as soon as practical and will issue a subsequent earnings release and conference call advisory announcing the timing for the release upon the finalization of the financial statements and audit completion.
About Ducommun Incorporated
Founded in 1849, Ducommun Incorporated provides engineering and manufacturing services to the aerospace, defense, and other industries through a wide spectrum of electronic and structural applications. The company is an established supplier of critical components and assemblies for commercial aircraft and military and space vehicles as well as for the energy market, medical field, and industrial automation. It operates through two primary business units – Ducommun AeroStructures (DAS) and Ducommun LaBarge Technologies (DLT). Additional information can be found at www.ducommun.com.
| CONTACT: | Joseph P. Bellino | or | Chris Witty | |||||
| Vice President and Chief Financial Officer | Investor Relations | |||||||
| (310) 513-7211 | (646) 438-9385 / cwitty@darrowir.com |