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: December 22, 2004
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(Date of earliest event reported)
DIXON TICONDEROGA COMPANY
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(Exact name of registrant as specified in its charter)
Delaware 1-8689 23-0973760
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(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
195 International Parkway
Heathrow, Florida 32746
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(Address of principal executive offices, including zip code)
(407) 829-9000
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(Registrant's telephone number, including area code)
Check the appropriate box 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 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits
Exhibit 99.1 Press Release issued by Dixon Ticonderoga
Company dated December 22, 2004
ITEM 9. REGULATION FD DISCLOSURE (Information Being Provided Under Item 12).
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In accordance with SEC Release No. 33-8216, the following information,
intended to be furnished under "Item 12 -- Results of Operations and Financial
Condition," is instead furnished under "Item 9 -- Regulation FD Disclosure."
This information 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, except as shall be expressly set forth by specific
reference in such a filing.
On December 22, 2004, Dixon Ticonderoga Company (the "Company") issued a
press release announcing its results of operations for the three months and
fiscal year ended September 30, 2004. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
Use of Non-GAAP Financial Information
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To supplement the Company's consolidated financial statements presented in
accordance with generally accepted accounting principles (GAAP), the Company
uses the non-GAAP measure of pro forma net income (loss) and pro forma net
income (loss) per share that do not include the following financial measures
that are normally included in GAAP: results from discontinued operations; debt
refinancing costs; restructuring and related costs; other income (expense); and
investment banking and related costs, all net of related income taxes. In
addition, certain valuation allowances for U.S. deferred tax assets are excluded
from the pro forma measures.
The Company's management reviews these non-GAAP measures internally to
evaluate the Company's performance and manage its operations. The Company
believes that the inclusion of non-GAAP financial measure provides consistent
and comparable measures to help stakeholders understand the Company's current
future operating results and cash flows. The non-GAAP measures included in the
press release attached hereto as Exhibit 99.1 have been reconciled to the
comparable GAAP measure as required under SEC rules regarding the use of
non-GAAP financial measures. The Company urges investors to carefully review the
GAAP financial information included as part of the Company's Annual Report on
Form 10-K, Quarterly Reports on Form 10-Q, and quarterly earnings releases.
SIGNATURES
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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.
DIXON TICONDEROGA COMPANY
Dated: December 22, 2004
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By: /s/ Gino N. Pala
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Gino N. Pala
Chairman of Board, Co-Chief
Executive Officer and Director