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): May 19, 2015
CAMPUS CREST COMMUNITIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Maryland | 001-34872 | 27-2481988 |
| (State or other jurisdiction | (Commission File Number) | (IRS Employer |
| of incorporation or organization) | Identification No.) |
| 2100 Rexford Road, Suite 414 | |
| Charlotte, North Carolina | 28211 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (704) 496-2500
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))
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On May 20, 2015, Campus Crest Communities, Inc. (the “Company”) issued a press release reporting that it is unable to timely file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 primarily due to the complexity of consolidating the Copper Beech entities that were acquired during the first quarter. The press release is filed herewith as Exhibit 99.1. Additionally, the extensive effort required to complete the Company’s Form 10-K for the year ended December 31, 2014 disrupted the normal timing for closing the books for the quarter ended March 31, 2015.
The Company previously disclosed in its Form 12b-25 filed with the Securities and Exchange Commission (the “SEC”) on May 12, 2015 that it is unable to timely file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2015. For additional information, please see the Form 12b-25.
The New York Stock Exchange (the "NYSE") provided formal notification to the Company on May 19, 2015 that it is not currently in compliance with the NYSE's continued listing requirements under the timely filing criteria set forth in Section 802.01E of the NYSE Listed Company Manual. Such notices are routinely issued by the NYSE in situations when there are late filings with the SEC.
Under NYSE rules, the Company has six months from May 18, 2015, subject to ongoing evaluation, to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2015. Until the Company files it Quarterly Report, the Company expects that its common stock, which is listed on the NYSE under the symbol "CCG," will be assigned an "LF" indicator to signify late filing status. The Company can regain compliance with the NYSE listing standards at any time during this six-month period once it files its Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 with the SEC. If the Company fails to file its quarterly report within such six-month period, the NYSE may, in its sole discretion, allow the Company’s common stock to trade for up to an additional six months depending on specific circumstances as outlined in the rule. It is expected that the Company would need to submit an official request to the NYSE for the NYSE’s consideration at the appropriate time.
While the Company is working diligently to complete the Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 and currently expects to complete and file the Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 within six months of its due date, no assurance can be given that the Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 will be filed within such period, or that the NYSE would allow the Company’s securities to trade for up to an additional six months.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Exhibit Description | |
| 99.1 | Press release, dated May 20, 2015, issued by Campus Crest Communities, Inc. |
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.
| CAMPUS CREST COMMUNITIES, INC. | ||
| By: | /s/ Scott R. Rochon | |
| Scott R. Rochon | ||
| Chief Accounting Officer | ||
Dated: May 26, 2015
Exhibit Index
| Exhibit Number | Description | |
| 99.1 | Press release, dated May 20, 2015, issued by Campus Crest Communities, Inc. |