エドガーで原本を確認する
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 25, 2023
JEWETT-CAMERON TRADING COMPANY LTD.
(Exact name of registrant as specified in its charter)
| A1BRITISH COLUMBIA | 000-19954 | 00-0000000 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
32275
N.W. Hillcrest, North Plains, OR
97133
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (503) 647-0110
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 (see General Instruction A.2. below):
☐ 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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
| Common Stock, no par value | JCTCF | NASDAQ Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On April 25, 2023, the Company announced that it has decided to close its wholly-owned seed subsidiary, Jewett-Cameron Seed Company, effective August 31, 2023.
Item 9.01 Exhibits
| Exhibit No. | Description | |
| 99.1 | Jewett-Cameron News Release dated April 25, 2023 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
| JEWETT-CAMERON TRADING COMPANY LTD. | ||||||
| Date: April 28, 2023 | By: |
/s/ “Chad Summers” |
||||
| Name: | Chad Summers |
|||||
| Title: | Chief Executive Officer and Director |
|||||
Exhibit 99.1
Jewett-Cameron to close Jewett-Cameron Seed Company
North Plains, Oregon, April 25, 2023 - Jewett-Cameron Trading Company Ltd. (NASDAQ: JCTCF) has made the difficult decision to close its wholly-owned subsidiary Jewett-Cameron Seed Company (“JCSC”) effective August 31, 2023.
JCSC processes, distributes and stores agricultural seed and is the smallest of the Company’s trading subsidiaries. It reported sales of $2,359,794 and a net loss of ($517,453) in fiscal 2022.
The seed cleaning operation originally opened in 1965 and was acquired by the Company in 2000 after the bankruptcy of the prior owner. We are proud to have served the local grower community for the last 23 years.
The Company conducted a detailed strategic review of JCSC and its future prospects before deciding to close the operation. As the Portland metro continues to grow and agricultural operations are displaced, JCSC is receiving lower quantities and quality of seed for processing and experiencing less demand for its marketing and sales services. Revenues have been flat while operating costs have continued to rise. JCSC’s facilities and equipment are at the end of their useful lives and maintenance costs have soared. Continuing to operate would require their replacement, and the amount of capital required is not justified by the expected return on investment.
Operations at JCSC are being wound-down effective immediately. All seed currently within the facility will be processed, but no additional seed will be accepted. Operations are expected to be finished, and the facility closed, by the end of calendar 2023. JCSC owns 11.7 acres of land and 105,000 square feet of buildings in Hillsboro, Oregon. The ultimate disposition of these assets has not been determined and will be evaluated by the Board in due course.
The closure of JCSC will not affect any of the other operations of Jewett-Cameron which are located on and operated from a separate property in North Plains.
Jewett-Cameron Trading Company is a holding company that, through its subsidiaries, operates out of facilities located in North Plains, Oregon. Jewett-Cameron Company’s business consists of the manufacturing and distribution of patented and patent pending specialty metal and pet products, wholesale distribution of wood products, and seed processing and sales. The Company’s brands include Lucky Dog®, for pet products; Adjust-A-Gate™, Fit-Right®, Perimeter Patrol®, Infinity Euro Fence, and Lifetime Post™ for gates and fencing; and Early Start, Spring Gardner™, Greenline®, and Weatherguard for greenhouses. Additional information about the Company and its products can be found the Company’s website at www.jewettcameron.com.
Contact: Chad Summers, President & CEO, (503) 647-0110
Source: Jewett-Cameron Trading Company Ltd.