Current Report Filing (8-k)
12 Octubre 2017 - 4:28PM
Edgar (US Regulatory)
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):
October 12, 2017
Handy
& Harman Ltd.
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(Exact name of registrant as specified in its charter)
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Delaware
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1-2394
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13-3768097
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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590 Madison Avenue, 32
nd
Floor, New York, New York
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10022
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s Telephone Number, Including
Area Code: (212) 520-2300
N/A
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(Former Name or Former Address, If Changed Since Last Report)
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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))
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Introduction
Handy & Harman Ltd., a Delaware corporation
(the “
Company
”), entered into an Agreement and Plan of Merger, dated as of June 26, 2017 (the “
Merger
Agreement
”), with Steel Partners Holdings L.P., a Delaware limited partnership (“
Parent
”), and Handy
Acquisition Co., a Delaware corporation and a wholly owned subsidiary of Parent (“
Merger Sub
”), pursuant to
which, on September 13, 2017, Parent and Merger Sub commenced an offer (the “
Offer
”) to exchange for each outstanding
share of common stock, par value $0.01 per share (the “
Shares
”), of the Company not already owned by Parent
or any entity that is an affiliate of Parent, 1.484 6.0% Series A preferred units, no par value (the “
Parent Preferred
Units
”), of Parent (the “
Transaction Consideration
”), together with cash in lieu of any fractional
Parent Preferred Units, without interest and less any applicable withholding taxes, upon the terms and subject to the conditions
set forth in the prospectus/offer to exchange and the related letter of transmittal filed by Parent with the Securities and Exchange
Commission (the “
SEC
”) on September 13, 2017 (together with any amendments and supplements thereto).
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Item 2.01.
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Completion of Acquisition or Disposition of Assets.
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The Offer expired as scheduled at 12:00
midnight, New York City time, at the end of October 11, 2017 (the “
Expiration Date
”). Based on the information
provided to Parent by American Stock Transfer & Trust Company, LLC, the depositary for the Offer, as of the Expiration
Date, 2,352,456 Shares had been validly tendered and not validly withdrawn pursuant to the Offer, representing approximately
89.5% of the outstanding Shares (including Shares owned by Parent and its affiliated entities) and approximately 58.6%
of the outstanding Shares not owned by Parent or any of its affiliates. The Minimum Tender Condition and the Majority of
the Minority Tender Condition (each as defined in the Merger Agreement), as well as all other conditions to the Offer, having been
satisfied, on October 12, 2017, Merger Sub accepted for payment all Shares that were validly tendered and not validly withdrawn
pursuant to the Offer.
On October 12, 2017, pursuant to the
terms of the Merger Agreement, without a vote or meeting of the Company’s stockholders, pursuant to Section 251(h) of
the General Corporation Law of the State of Delaware, Merger Sub merged with and into the Company, with the Company continuing
as the surviving corporation and as an indirect, wholly owned subsidiary of Parent (the “
Merger
”). At the effective
time of the Merger (the “
Effective Time
”) and pursuant to the terms and conditions of the Merger Agreement,
each Share issued and outstanding immediately prior to the Effective Time (other than Shares held by the Company or any of its
subsidiaries, Parent, Merger Sub or any other subsidiary of Parent, or held by stockholders who have properly and validly perfected
their statutory rights of appraisal in respect of such Shares under Delaware law), was cancelled and converted into the right to
receive the Transaction Consideration, without interest and subject to any required tax withholding.
Under the terms of the Merger Agreement,
at the Effective Time, each unvested restricted share of common stock of the Company became fully vested and was automatically
cancelled, and the holder thereof will receive, as soon as reasonably practicable following the Effective Time, the Transaction
Consideration.
The foregoing summary of the Merger
Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety
by, the full text of the Merger Agreement, which is filed as Exhibit 2.1 to this report and is incorporated herein by reference.
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Item 3.01.
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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On October 12, 2017, in connection with
the consummation of the Merger, the Company notified the Nasdaq Capital Market that the Merger had been consummated and requested
that the trading of the Shares on the Nasdaq Capital Market be suspended as of the close of business on such date and that the
listing of the Shares on the Nasdaq Capital Market be withdrawn. In addition, the Company requested that the Nasdaq Capital
Market file with the SEC a notification on Form 25 to report the delisting of the Shares from the Nasdaq Capital Market and
to deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “
Exchange
Act
”).
The Company also intends to file
with the SEC a Form 15 requesting that the Company’s reporting obligations under Section 13 and 15(d) of the
Exchange Act be suspended.
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Item 3.03.
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Material Modification to Rights of Security Holders.
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The information set forth under each
of Items 2.01, 3.01 and 5.03 of this report is hereby incorporated by reference into this Item 3.03.
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
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In connection with the consummation of
the Merger, Warren Lichtenstein, Jack L. Howard and Douglas B. Woodworth, the directors and officers of Merger Sub immediately
prior to the Effective Time of the Merger, became the directors and officers of the Company, each to hold office in accordance
with the amended and restated certificate of incorporation and bylaws of the Company until their respective successors are duly
elected or appointed and qualified. Accordingly, as of the Effective Time, each of Patrick A. DeMarco, Robert Frankfurt,
John H. McNamara, Jr., Garen W. Smith and Jeffrey A. Svoboda ceased to serve as a director of the Company.
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Item 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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In connection with the consummation of
the Merger, (a) the Company’s certificate of incorporation was amended and restated to be in the form prescribed by the Merger
Agreement, and (b) the Company’s bylaws were amended and restated in their entirety to conform to the bylaws of Merger Sub
in effect immediately prior to the Effective Time. The foregoing summary of the Company’s amended and restated certificate
of incorporation and bylaws does not purport to be complete and is subject to, and qualified in its entirety by, the full text
of the amended and restated certificate of incorporation and the amended and restated bylaws of the Company, which are filed as
Exhibits 3.1 and 3.2 to this report, respectively, and are incorporated herein by reference.
On October 12, 2017, Parent issued a
press release announcing the expiration and results of the Offer. A copy of such press release is filed as Exhibit 99.1 to this
report and is incorporated herein by reference.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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 hereunto duly authorized.
Dated: October 12, 2017
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HANDY & HARMAN LTD.
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By:
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/s/ Douglas B. Woodworth
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Name:
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Douglas B. Woodworth
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Title:
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Chief Financial Officer
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Index of Exhibits
Handy & Harman Ltd. (NASDAQ:HNH)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
Handy & Harman Ltd. (NASDAQ:HNH)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024