Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
2022年2月8日 - 1:57AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF
FOREIGN PRIVATE ISSUER PURSUANT TO RULE
13a-16 or
15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February, 2022
Commission file number: 001-32635
BIRKS GROUP INC.
(Translation of Registrants name into English)
2020 Robert
Bourassa
Suite 200
Montreal, Québec
Canada
H3A 2A5
(Address of principal executive office)
Indicate by check mark
whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
☒ Form
20-F ☐ Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must
furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrants home country), or under the rules of the home country exchange on which the
registrants securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrants security holders, and, if discussing a material event, has already
been the subject of a Form 6-K submission or other Commission filing on EDGAR.
EXPLANATORY NOTE
As previously reported, on August 13, 2020, Birks Group Inc. (the Company) was notified by the NYSE American LLC (NYSE
American) that it was not in compliance with the continued listing standards set forth in Section 1003(a)(ii) of the NYSE American Company Guide (the Company Guide). That section applies if a listed company has
stockholders equity of less than U.S. $4.0 million and has reported losses from operations and/or net losses in three of its four most recent fiscal years. Furthermore, on December 9, 2020, the Company was notified by the NYSE
American that it was not in compliance with the continued listing standards set forth in Section 1003(a)(i) of the Company Guide. That section applies if a listed company has stockholders equity of less than U.S. $2.0 million and has
reported losses from operations and/or net losses in two of its three most recent fiscal years. Lastly, on June 25, 2021, the Company was notified by the NYSE American that it was not in compliance with the continued listing standards as set
forth in Section 1003(a)(iii) of the Company Guide which applies if a listed company has stockholders equity of less than U.S. $6.0 million and has reported losses from operations and/or net losses in its five most recent fiscal
years.
In accordance with the procedures and requirements of Section 1009 of the Company Guide, the Company submitted its plan of
compliance on September 6, 2020 addressing how the Company intended to regain compliance with Section 1003(a)(ii) of the Company Guide. On October 22, 2020, the NYSE American notified the Company that it accepted the compliance plan
and granted the Company an extension for its continued listing until February 6, 2022 (the Plan Period). During the Plan Period, the Company submitted quarterly plan updates for review by the NYSE American, such quarterly updates
were all accepted by the NYSE American.
As shown below, the Companys pro forma stockholders equity as of February 6,
2022, is approximately U.S. $7.1 million which is above the U.S. $6.0 million required to comply with Sections 1003(a)(i) through (iii) of the Company Guide as of the end of the Plan Period. As a result, the Company received a letter
from the NYSE American confirming that the Company regained compliance with Sections 1003(a)(i), (ii) and (iii) of the Company Guide as of the end of the Plan Period.
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Stockholders equity
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September 25, 2021*
As reported
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F/X impact*
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Adjustments*
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February 6, 2022
Pro-Forma
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USD$ 000s
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Voting common stock
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75,058
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(163
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)
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323
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75,218
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Additional paid-in capital
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14,408
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(31
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)
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4,258
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18,635
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Accumulated deficitopening
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(90,512
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)
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197
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(90,315
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Current earnings
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781
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(2
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)
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2,880
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3,659
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Accumulated other comprehensive income
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(84
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)
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0
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12
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(71
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)
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Total stockholders equity
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(348
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)
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1
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7,473
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7,126
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The pro forma financial information above is provided for informational purposes only and has not been audited by our independent auditors.
On February 7, 2022, the Company issued a press release regarding the matters discussed above. A copy of the press release is
attached as Exhibit 99.1 hereto.
CONTENTS
The following document of the Registrant is submitted herewith:
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.
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BIRKS GROUP INC.
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(Registrant)
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By:
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/s/ Katia Fontana
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Katia Fontana
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Date: February 7, 2022
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Vice President and Chief Financial Officer
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Birks (AMEX:BGI)
過去 株価チャート
から 11 2024 まで 12 2024
Birks (AMEX:BGI)
過去 株価チャート
から 12 2023 まで 12 2024