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): April 29, 2010
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 (Commission IRS Employer
jurisdiction of File Number) 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 April 29, 2010, Concord Camera Corp. (the "Company") entered into a Purchase
and Release Agreement (the "Agreement") with Citigroup Global Markets, Inc.
("Citigroup"). Pursuant to the terms of the Agreement, Citigroup has purchased
all of the Company's remaining auction rate securities, having an aggregate par
value of $18,950,000.00, for $16,202,228.00 and has applied $9,461,347.22 of the
proceeds from the purchase towards the repayment of the current outstanding
balance due under the Company's Express Creditline Loan Agreement with
Citigroup. In addition, pursuant to the terms of the Agreement, (i) the Company
has the option, on or before October 28, 2012, to repurchase any or all of the
issues of auction rate securities purchased by Citigroup under the Agreement at
the purchase price paid by Citigroup for such securities and (ii) the Company
will dismiss its arbitration claim filed against Citigroup related to the
auction rate securities.
On March 17, 2010, the Company's board of directors approved a liquidating
distribution of $4.26 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. It is currently
anticipated that payment of the liquidating distribution will be made in May
2010 and shareholders of record on the Record Date will receive a communication
from the Company's stock transfer agent in May 2010 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.
The Company also announced the resolution of the following previously disclosed
matters:
1. The arbitrators ruled in favor of the Company and denied Raymond
James & Associates, Inc. ("Raymond James") claim for damages and
other relief in the arbitration claim filed by Raymond James related
to its engagement by the Company and the Special Committee;
2. The patent infringement lawsuit filed by Honeywell International,
Inc. and Honeywell Intellectual Properties, Inc. was dismissed
without prejudice with no amount paid by the Company;
3. The patent infringement lawsuit filed by St. Clair Intellectual
Properties Consultants, Inc. against the Company was settled and
dismissed. The settlement amount paid by the Company to St. Clair
was not material to the Company; and
4. The Company entered into a settlement agreement with one of the
entities that had alleged that certain of the Company's digital
cameras infringed upon such entity's patents. The agreed upon
settlement amount was not material to the Company.
The Company also announced that it had repatriated a significant portion of the
proceeds from its previously disclosed sale of its property in the People's
Republic of China ("PRC").
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 regarding
the timing and amount of (i) the Company's receipt of the proceeds of the sale
of its auction rate securities, (ii) the liquidating distribution reported in
this Form 8-K, (iii) the communication from the Company's stock transfer agent,
and (iv) 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 Citigroup to
comply with the terms of the Agreement in a timely manner or at all, 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 sell and monetize or otherwise dispose of its
remaining non-cash assets in a timely manner or at all and the Company's ability
to settle or otherwise resolve its liabilities and obligations, including
contingent liabilities, with its creditors.
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. We wish 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 us or
actual results differing from the assumptions underlying such statements. Any
forward-looking statements contained in this Form 8-K represent our 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 our estimates as
of any subsequent date. While we may elect to update forward-looking statements
at some point in the future, unless required by applicable law, we specifically
disclaim any obligation to do so, even if our 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 3, 2010 By: Ira B. Lampert
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Ira B. Lampert, Chief Executive Officer,
President and Treasurer