false000100683712/31295 Madison Avenue12th Floor1001700010068372021-08-192021-08-19
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): August 18, 2021
HC2 HOLDINGS, INC.
|
|
|
|
|
|
|
|
|
|
|
(Exact name of registrant as specified in its charter.)
|
|
|
|
|
|
Delaware
|
001-35210
|
54-1708481
|
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
|
|
|
|
|
|
295 Madison Avenue, 12th Floor
|
|
|
|
New York, NY 10017
|
|
|
|
(Address of principal executive offices)
|
|
|
|
|
(212) 235-2690
|
|
(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:
|
|
|
|
|
|
|
|
☐
|
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
|
Name of each exchange on which registered
|
|
Common Stock, par value $0.001 per share
|
HCHC
|
New York Stock Exchange
|
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. o
|
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 18, 2021, HC2 Holdings, Inc., a Delaware corporation (the “Company”) filed with the Delaware Secretary of State an amendment to the Company’s Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) changing the Company’s name to INNOVATE Corp., effective September 20, 2021. The Board of Directors of the Company has also adopted an amendment to the Company’s Fourth Amended and Restated By-Laws (the “Bylaws”) reflecting the name change, effective September 20, 2021. Copies of the amendment to the Certificate of Incorporation, and the amendment to the Bylaws are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On August 19, 2021, the Company issued a press release announcing the Company’s name change to INNOVATE Corp., effective September 20, 2021, a copy of which is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
The information set forth in (and incorporated by reference into) this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that Section. The information in this Item 7.01, including Exhibit 99.1, shall not be incorporated by reference into 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
Item 8.01. Other Events.
Following the effectiveness of the Company’s name change, the Company’s common stock will trade on the New York Stock Exchange under the symbol “VATE”. The CUSIP number assigned to the Company’s common stock will be changed to 47584J105 upon the effectiveness of the name change.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
|
|
|
|
|
|
|
|
Exhibit No.
|
Description
|
|
3.1
|
|
|
3.2
|
|
|
99.1
|
|
|
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document).
|
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.
Date: August 19, 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HC2 Holdings, Inc. (Registrant)
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Michael J. Sena
|
|
|
|
Name: Michael J. Sena
|
|
|
|
Title: Chief Financial Officer
|
CERTIFICATE OF AMENDMENT
TO
SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
HC2 HOLDINGS, INC.
HC2 Holdings, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “Corporation”), by its duly authorized officer, does hereby certify as follows:
1.The name of the corporation is HC2 Holdings, Inc.
2.The amendment to the Second Amended and Restated Certificate of Incorporation of the Corporation (as amended, the “Certificate of Incorporation”) set forth below was duly adopted by the Board of Directors of the Corporation in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware, which provide that no meeting or vote of stockholders shall be required to adopt an amendment to the certificate of incorporation that effects only changes to a corporation’s name.
3.Article FIRST of the Certificate of Incorporation is hereby amended to read in its entirety as follows:
“FIRST: The name of the Corporation is INNOVATE Corp. (hereinafter, the “Corporation”).”
4.This Certificate of Amendment to the Certificate of Incorporation shall be effective at 12:01 a.m. Eastern Time on September 20, 2021.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer this 18th day of August 2021.
HC2 HOLDINGS, INC.
By: /s/ Michael J. Sena
Name: Michael J. Sena
Title: Chief Financial Officer
`
AMENDMENT NO. 1 TO
FOURTH AMENDED AND RESTATED BY-LAWS
OF
HC2 HOLDINGS, INC.
(Effective as of September 20, 2021)
1.The Fourth Amended and Restated By-Laws (the “By-Laws”) of HC2 Holdings, Inc., a Delaware corporation, are hereby amended by replacing all references in the By-Laws to “HC2 Holdings, Inc.” with “INNOVATE Corp.”
2.Except as set forth in this Amendment No. 1 to the By-Laws, the By-Laws remain in full force and effect.
HC2 Holdings Announces Name Change to INNOVATE Expected to be Effective
September 20, 2021
NEW YORK, August 19, 2021 – HC2 Holdings, Inc. (NYSE: HCHC) today announced that its previously announced name change to INNOVATE Corp. is expected to take effect on Monday, September 20, 2021, along with the launch of a new corporate brand identity and website. The Company is expected to commence trading on the New York Stock Exchange under the trading symbol VATE at market open on September 20, 2021. Until that time, the Company will continue to trade on the New York Stock Exchange under its present symbol, HCHC. There is no change in the Company’s capitalization structure as a result of the name change.
The name INNOVATE reflects the Company’s focus on innovative growth businesses. INNOVATE’s platform includes Infrastructure, Life Sciences and Spectrum subsidiaries, each with strong external catalysts that are expected to deliver meaningful value for all stakeholders.
“INNOVATE is a platform of best-in-class assets we believe are poised to thrive in the new economy,” said Avie Glazer, Chairman of HC2. “We look forward to finalizing the name change in the coming weeks as we enter this new chapter in the Company’s evolution.”
In connection with the name and trading symbol change, INNOVATE will assume a new CUSIP number (47584J 105) and a new ISIN (US45784J1051).
No action is required to be taken by stockholders with respect to the name change.
About INNOVATE
HC2 Holdings is being renamed INNOVATE Corp. INNOVATE is a portfolio of best-in-class assets in three key areas of the new economy – infrastructure, life sciences and spectrum. Dedicated to stakeholder capitalism, INNOVATE employs over 4,300 people across its subsidiaries.
Cautionary Statement Regarding Forward-Looking Statements
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: This press release contains, and certain oral statements made by our representatives from time to time may contain, forward-looking statements, including those that may be identified by words such as “will,” “intend,” “expect,” “anticipate,” “should,” “could” and similar expressions, all of which involve risks, assumptions and uncertainties, many of which are outside of the Company’s control, and are subject to change. All forward-looking statements speak only as of the date made, and unless legally required, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. The Company’s actual results could differ materially from those expressed or implied in any forward-looking statements due to a variety of important factors, both positive and negative, that may be revised or supplemented in subsequent statements and reports filed with the Securities and Exchange Commission (“SEC”), including in our reports on Forms 10-K, 10-Q, and 8-K. These risks and other important factors discussed under the caption “Risk Factors” in our most recent Annual Report on Form 10-K filed with the SEC, and our other
reports filed with the SEC could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release.
Contacts
Media Contact:
Reevemark
Paul Caminiti/Pam Greene/Luc Herbowy
HC2@reevemark.com
(212) 433-4600
Investor Contact: Solebury Trout
Anthony Rozmus
ir@hc2.com
(212) 235-2691
