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: ~~November~~December 15, 2017 (Date of earliest event reported: ~~October~~November 2629, 2017)

TCP INTERNATIONAL HOLDINGS LTD.

(Exact name of registrant as specified in its charter)



Switzerland	1-36521	Not Applicable
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

Alte Steinhauserstrasse 1

6330 Cham, Switzerland

(Address of principal executive offices)

(330) 995-6111

(Registrant’s telephone number, including area code)

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))

~~Item~~Indicate ~~5.02. Departure~~by check mark whether the registrant is an emerging growth company as defined in Rule 405 of ~~Directors~~the orSecurities ~~Principal~~Act ~~Officers;~~of ~~Election~~1933 (17 CFR §230.405) or Rule 12b-2 of ~~Directors;~~the ~~Appointment~~Securities Exchange Act of ~~Principal~~1934 ~~Officers~~(17 CFR §240.12b-2). Emerging growth company [x]

OnIf ~~October~~an ~~26,~~emerging ~~2017,~~growth ~~Zachary A. Guzy~~company, ~~Chief~~indicate ~~Financial~~by ~~Officer~~check ofmark ~~TCP~~if ~~International Holdings Ltd. (“~~the ~~Company”),~~registrant ~~resigned~~has toelected ~~accept a position with a consumer products company~~ not ~~affiliated~~to ~~with~~use the ~~lighting~~extended ~~industry.~~transition ~~His~~period ~~resignation~~for ~~did~~complying ~~not~~with ~~arise from~~ any ~~disagreement~~new onor ~~any~~revised ~~matter~~financial ~~relating~~accounting tostandards ~~the~~provided ~~operations,~~pursuant ~~policies~~to orSection ~~practices~~13(a) of the ~~Company. Mr. Guzy~~Exchange ~~will remain with the Company through November 17, 2017~~Act. [x]

~~The~~Item ~~Company~~2.04. isTriggering ~~evaluating~~Events ~~potential~~That ~~candidates~~Accelerate toor ~~succeed~~Increase ~~Mr.~~a ~~Guzy~~Direct ~~as Chief~~ Financial ~~Officer~~Obligation onor an ~~interim~~Obligation ~~basis,~~under ~~until~~an ~~such~~Off-Balance ~~time~~Sheet asArrangement ~~a permanent replacement is identified.~~

On November 29, 2017, the Company received a notice of default and reservation of rights from its lender under that certain Amended and Restated Revolving Credit and Security Agreement dated September 29, 2016 (as amended, supplemented, restated or otherwise modified from time to time (the “Credit Agreement”). The events of default include (i) the failure to deliver the audited annual financial statements of the borrowers under the Credit Agreement for the fiscal years ended on or about December 31, 2015 and December 31, 2016, and (ii) a Change of Control (as defined in the Credit Agreement) as a result of the resignation of the Company's Chief Financial Officer.

The lender reserved all of the rights and remedies available to it under the Credit Agreement, any of the related documents, applicable law and otherwise, including the right to increase the rate of interest on the principal amount of the outstanding obligations under the Credit Agreement retroactive to the day on which the events of default occurred. To date, the Company has not received notice that the lenders have exercised any such rights or remedies.

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.

TCP INTERNATIONAL HOLDINGS LTD. By: /s/ ~~Zachary~~Brian ~~Guzy~~Catlett ~~Zachary~~Brian ~~Guzy~~Catlett Chief ~~Financial~~Executive Officer

Date: ~~November~~December 15, 2017

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