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 11, 2012
CONCORD CAMERA CORP.
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(Exact name of registrant as specified in its charter)
New Jersey 0-17038 13-3152196
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(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation)
4000 Hollywood Boulevard, North Tower, Hollywood, Florida 33021
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (954) 331-4200
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 8.01. OTHER EVENTS.
On May 11, 2012, the Company's board of directors approved a liquidating
distribution of $0.20 per share to the shareholders of record at the close of
business on May 11, 2009 (the "Record Date") in accordance with the previously
announced Plan of Dissolution and Liquidation (the "Plan of Liquidation"). As
previously announced, in accordance with the Plan of Liquidation, the Company's
stock transfer books were closed at the close of business on May 11, 2009 and no
transfers of its common stock were recorded after that time. The Company
currently anticipates that payment of the liquidating distribution will be made
in May 2012 and shareholders of record on the Record Date will receive a
communication from the Company's stock transfer agent in May 2012 regarding the
distribution. The timing and amounts of any future distributions, if any, will
be determined by the Company's Board of Directors in accordance with the Plan of
Liquidation. There can be no assurance that there will be any future
distributions.
CAUTIONARY STATEMENT ABOUT FORWARD LOOKING STATEMENTS
The statements contained in this Form 8-K that are not historical facts are
"forward looking statements" (as such term is defined in the Private Securities
Litigation Reform Act of 1995), which can be identified by the use of
forward-looking terminology such as: "estimates," "projects," "anticipates,"
"expects," "intends," "believes," "plans," "forecasts" or the negative thereof
or other variations thereon or comparable terminology, or by discussions of
strategy that involve risks and uncertainties, including statements reported in
this Form 8-K regarding the timing and amount of (i) the liquidating
distribution, (ii) the communication from the Company's stock transfer agent and
(iii) future liquidating distributions, if any. The Company's actual results
could differ materially from those anticipated in such forward-looking
statements as a result of certain factors, including the failure of the
Company's stock transfer agent to communicate with the Company's shareholders or
to effectuate the liquidating distribution in a timely manner or at all, the
Company's ability to monetize or otherwise dispose of its remaining non-cash
assets in a timely manner or at all, the Company's ability to settle or
otherwise resolve its liabilities and obligations, including contingent
liabilities, with its creditors, and costs associated with executing the Plan of
Liquidation.
For a discussion of some additional factors that could cause actual results to
differ, see the risks discussed under "Risk Factors" and the disclosures in the
Company's Annual Report on Form 10-K for the fiscal year ended June 28, 2008 and
subsequently filed reports and in "Certain Risks Related to the Dissolution and
the Plan of Liquidation" and the disclosures in the Definitive Proxy Statement
for the 2008 Annual Shareholders' Meeting filed with the Securities and Exchange
Commission on November 7, 2008. The Company wishes to caution the reader that
these forward-looking statements, including, without limitation, statements
regarding the amount of any liquidating distributions, the timing of any
liquidating distributions, and other statements contained in this Form 8-K
regarding matters that are not historical facts, are only estimates or
predictions. No assurance can be given that future results will be achieved.
Actual events or results may differ materially as a result of risks facing the
Company or actual results differing from the assumptions underlying such
statements. Any forward-looking
statements contained in this Form 8-K represent the Company's estimates only as
of the date of this Form 8-K, or as of such earlier dates as are indicated
herein, and should not be relied upon as representing the Company's estimates as
of any subsequent date. While the Company may elect to update forward-looking
statements at some point in the future, unless required by applicable law, the
Company specifically disclaims any obligation to do so, even if its estimates
change.
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.
CONCORD CAMERA CORP.
Date: May 14, 2012 By: /s/ Ira B. Lampert
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Ira B. Lampert, Chief Executive Officer,
President and Treasurer