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): February 27, 2017

 


 

DASEKE, INC.

(Exact name of registrant as specified in its charter)

 


 

Delaware
(State or Other Jurisdiction of
Incorporation)

 

001-37509
(Commission
File Number)

 

47-3913221
(IRS Employer
Identification No.)

 

15455 Dallas Parkway, Suite 440
Addison, Texas

 

 

 

75001

(Address of Principal Executive Offices)

 

 

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (972) 248-0412

 

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:

 

o                                     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                                     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                                     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                                     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Introductory Note

 

On February 27, 2017, the registrant consummated the previously announced merger of a wholly owned subsidiary of the registrant with and into Daseke, Inc., with Daseke, Inc. surviving (the “ Surviving Company ”) as a direct wholly owned subsidiary of the registrant (the “ Business Combination ”), in accordance with the Agreement and Plan of Merger, dated December 22, 2016, by and among the registrant, HCAC Merger Sub, Inc., Daseke and Don R. Daseke, solely in his capacity as the Stockholder Representative (as defined therein).

 

In connection with the closing of the Business Combination (the “ Closing ”), the registrant changed its name from Hennessy Capital Acquisition Corp. II to Daseke, Inc., and the Surviving Company, a direct wholly owned subsidiary of the registrant, changed its name to Daseke Companies, Inc. Unless the context otherwise requires, “ we ,” “ us ,” “ our ” and the “ Company ” refer to Daseke, Inc. and its consolidated subsidiaries at and after the Closing, “ Daseke ” refers to Daseke, Inc. and its consolidated subsidiaries prior to the Closing, and “ Hennessy Capital ” refers to the registrant prior to the Closing.

 

Item 3.01.                                         Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On February 27, 2017, in connection with the Closing, all of the units previously issued by Hennessy Capital separated into their component parts of one share of the Company’s common stock and one warrant to purchase one half of one share of the Company’s common stock, and the units ceased trading on The Nasdaq Capital Market.

 

Item 8.01               Other Events.

 

In connection with the consummation of the Business Combination, on February 27, 2017, the Company’s board of directors (the “ Board ”) approved a new specimen stock certificate for the Company’s common stock, a new specimen stock certificate for the Company’s 7.625% Series A Convertible Preferred Stock, and a new specimen warrant certificate, copies of which are attached hereto as Exhibits 4.1, 4.2 and 4.3, respectively, and are incorporated herein by reference.

 

Also on February 27, 2017, the Board established a Nominating & Governance Committee and approved and adopted a charter to govern the Board’s Nominating & Governance Committee. A copy of this charter is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01.              Financial Statements and Exhibits.

 

(d) Exhibits.

 

The Exhibit Index following the signature page below is incorporated herein by reference.

 



 

SIGNATURE

 

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: March 3, 2017

DASEKE, INC.

 

 

 

 

By:

/s/ Angie J. Moss

 

Name:

Angie J. Moss

 

Title:

Vice President, Chief Accounting Officer and Corporate Controller

 

3



 

EXHIBIT INDEX

 

Exhibit No.

 

Exhibit

  4.1*

 

Specimen stock certificate for the registrant’s common stock.

  4.2*

 

Specimen stock certificate for the registrant’s 7.625% Series A Convertible Preferred Stock.

  4.3*

 

Specimen warrant certificate.

99.1*

 

Nominating & Governance Committee Charter adopted by the registrant’s board of directors on February 27, 2017.

 


*      Filed herewith.

 

4


Exhibit 4.1

...... ..!h.!h.!h -.!h..!h. ..!h.!h.!h I!JilijJ l71b"G'" l"G'" iiiilll ®ASEKE® DASEKE, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE FOR CERTAIN DEFINITIONS I i------F=UL=LY=PA=ID=AN=D =NO=N-=ASS=ES=SA=BL=E S=HA=RES OF COMMO=N S=TO=CK =OF=$0.0=001=PA=R V=AL=UE=EA=CH=OF=--­ transferable on the books of the Corporation in person or by aDtAtoSrEnKeEy, uINpCo.n surrender of this certificate duly endorsed or assigned. This certificate and the shares represented hereby are subject to the laws of the State of Delaware, and to the Certificate of Incorporation and Bylaws of the Corporation, as now or hereafter amended. This certificate is not valid until countersigned by the Transfer Agent. I-litit WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. COUNTERSIGNED: CONTINENTAL STOCK TRANSFER & TRUST COMPANY NEW YORK, NY TRANSFER AGENT BY: I AUTHORIZED OFFICER {

 


 

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT-....................Custodian.................... (Cust) (Minof1 under Uniform Gifts to Minors Act ................................................... (State) Additional abbreviations may also be used though not in the above list. For Value Received, hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE jPLEASE PRINT OR TYPE NNoE AND ADDRESS,INCLUDING ZIP call!, OF ASSIGNEE) Shares of the stock represented by the within Certificate, and do hereby irrevocably constitute and appoint Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. Dated NOTICE: THE SIGNATURE TO lliiSASSIGNMENT MUSTCORRESPOND Willi'!liE NN>EAS 'ltRITTEN UPON THE FACE OF'!liE CERTIFICATEIN EVERYPARTICULAR, v.nHOUTALTERATION OR ENLARGEMENT ORANY CHANGE11\oHATSOEVER. Signature(s) Guaranteed ---- The Signature(s) must be guaranteed by an eligible guarantor institution (Banks, Stockbrokers,Savings and Loan Associations and Credit Unions with membershipin an approvedSignatureGuaranteeMedallionProgram), pursuant to SEC Rule 17Ad-15. THE CORPORATION WILL FURNISH TOANY STOCKHOLDER, UPON REQUEST AND WITHOUT CHARGE,A FULL STATEMENT OF THE DESIGNATIONS, RELATIVE RIGHTS,PREFERENCESAND LIMITATIONS OF THE SHARES OF EACH CLASS AND SERIES AUTHORIZED TO BE ISSUED, SO FAR AS THE SAME HAVE BEEN DETERMINED,AND OF THE AUTHORITY, IF ANY, OF THE BOARD TO DMDE 11-tE SHARES INTO CLASSES OR SERIES AND TO DETERMINE AND CHANGE THE RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF ANY CLASS OR SERIES. SUCH REQUEST MAY BE MADE TO THE SECRETARY OF THE CORPORATION OR TO THE TRANSFER AGENT NAMED ON THIS CERTIFICATE. ca..uMBIA PRIN'JWolG SERVICES, u.c.-.atocklnformatlon.com

 

Exhibit 4.2

...... ..!h.!h.!h -.!h..!h. ..!h.!h.!h li!!Eil l71b"G'" l"G'" iiiilll ®ASEKE® DASEKE, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE FOR CERTAIN DEFINITIONS I i-FULLY-PA-I-D -AN-D=NO=N-=ASS=ESS=AB=LE =SHA=RE=S O=F 7=.625=% S=ER=IES=A CONVERTIBLE C=UMU=LA=TIV=E PR=EFE=RRE=D S=TOC=K O=F $=0.000=1 PA=R V=AL-UE-E­ACH OF transferable on the books of the Corporation in person or by aDtAtoSrEnKeEy, uINpCo.n surrender of this certificate duly endorsed or assigned. This certificate and the shares represented hereby are subject to the laws of the State of Delaware, and to the Certificate of Incorporation and Bylaws of the Corporation, as now or hereafter amended. This certificate is not valid until countersigned by the Transfer Agent. I-litit WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. COUNTERSIGNED: CONTINENTAL STOCK TRANSFER & TRUST COMPANY NEW YORK, NY TRANSFER AGENT BY: I AUTHORIZED OFFICER {

 


 

[THIS GLOBAL CERTIFICATE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE CERTIFICATE OF DESIGNATIONS GOVERNING THIS CERTIFICATE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THIS GLOBAL CERTIFICATE MAY BE DELIVERED TO THE TRANSFER AGENT FOR CANCELLATION PURSUANT TO SECTION 14 OF THE CERTIFICATE OF DESIGNATIONS AND (2) THIS GLOBAL CERTIFICATE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY IN ACCORDANCE WITH THE CERTIFICATE OF DESIGNATIONS. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SERIES A PREFERRED STOCK IN CERTIFICATED FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1 THIS SHARE OF PREFERRED STOCK AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SHARE OF PREFERRED STOCK HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS SHARE OF PREFERRED STOCK NOR THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SHARE OF PREFERRED STOCK NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING: BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER: 1.REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND 2.AGREES FOR THE BENEFIT OF DASEKE, INC. (FORMERLY KNOWN AS HENNESSY CAPITAL ACQUISITION CORP. II) (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) 1 YEAR OR SUCH OTHER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THERETO AFTER THE LAST DATE OF INITIAL ISSUANCE HEREOF, AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT: (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, OR (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR 1 Insert if a global security

 


(C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, OR (D) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE (2)(D) ABOVE, THE COMPANY AND THE TRANSFER AGENT RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

 


Certificate Number [ ] Number of Shares of Series A Preferred Stock [ ] CUSIP No.: [ ISIN No. [ ] ] 7.625% Series A Convertible Cumulative Preferred Stock (par value $0.0001 per share) (liquidation preference $100.00 per share) OF DASEKE, INC. (formerly known as Hennessy Capital Acquisition Corp. II) DASEKE, INC. (formerly known as Hennessy Capital Acquisition Corp. II), a Delaware corporation (the “Corporation”), hereby certifies that Cede & Co. or registered assigns (the “Holder”) is the registered owner of fully paid and non-assessable shares of preferred stock of the Corporation designated the “7.625% Series A Convertible Cumulative Preferred Stock,” par value $0.0001 per share and liquidation preference $100.00 per share (the “Series A Preferred Stock”). The shares of Series A Preferred Stock are transferable on the books and records of the Registrar, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designation, rights, privileges, restrictions, preferences and other terms and provisions of the Series A Preferred Stock represented hereby are issued and shall in all respects be subject to the provisions of the Certificate of Designations of the Corporation, dated February 27, 2017, as the same may be amended from time to time in accordance with its terms (the “Certificate of Designations”). Capitalized terms used herein but not defined shall have the respective meanings given them in the Certificate of Designations. The Corporation will provide a copy of the Certificate of Designations to a Holder without charge upon written request to the Corporation at its principal place of business. Reference is hereby made to select provisions of the Series I Preferred Stock set forth on the reverse hereof, and to the Certificate of Designations, which select provisions and the Certificate of Designations shall for all purposes have the same effect as if set forth at this place. Upon receipt of this certificate, the Holder is bound by the Certificate of Designations and is entitled to the benefits thereunder. Unless the Transfer Agent’s Certificate of Authentication hereon has been properly executed, the shares of Series A Preferred Stock evidenced hereby shall not be entitled to any benefit under the Certificate of Designations or be valid or obligatory for any purpose. IN WITNESS WHEREOF, Daseke, Inc. has executed this Certificate of Designations as of the date set forth below. DASEKE, INC. By: Name: Title: Dated:

 


TRANSFER AGENT’S CERTIFICATE OF AUTHENTICATION This is one of the certificates representing shares of Preferred Stock referred to in the within mentioned Certificate of Designations. Continental Stock Transfer & Trust Company, as Transfer Agent By: Name: Title: Dated:

 


REVERSE OF SECURITY DASEKE, INC. (formerly known as Hennessy Capital Acquisition Corp. II) 7.625% Series A Convertible Cumulative Preferred Stock Dividends on each share of 7.625% Series A Convertible Cumulative Preferred Stock shall be payable in cash at a rate per annum set forth on the face hereof or as provided in the Certificate of Designations. The shares of 7.625% Series A Convertible Cumulative Preferred Stock shall be redeemable as provided in the Certificate of Designations. The 7.625% Series A Convertible Cumulative Preferred Stock shall be convertible into the Corporation’s Common Stock in the manner and according to the terms set forth in the Certificate of Designations. Upon a Change of Control, holders of shares of 7.625% Series A Convertible Cumulative Preferred Stock will have the right to require the Corporation to purchase such shares in the manner and according to the terms set forth in the Certificate of Designations. As required under Delaware law, the Corporation shall furnish to any Holder upon request and without charge, a full summary statement of the designations, voting rights preferences, limitations and special rights of the shares of each class or series authorized to be issued by the Corporation so far as they have been fixed and determined.

 


ASSIGNMENT FOR VALUE RECEIVED, the undersigned assigns and transfers the shares of 7.625% Series A Convertible Cumulative Preferred Stock evidenced hereby to: (Insert assignee’s social security or tax identification number) (Insert address and zip code of assignee) and irrevocably appoints: agent to transfer the shares of 7.625% Series A Convertible Cumulative Preferred Stock evidenced hereby on the books of the Transfer Agent and Registrar. The agent may substitute another to act for him or her. Date: Signature: (Sign exactly as your name appears on the other side of this certificate for 7.625% Series A Convertible Cumulative Preferred Stock) Signature Guarantee: (1) (1) Signature must be guaranteed by an “eligible guarantor institution” (i.e., a bank, stockbroker, savings and loan association or credit union) meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

 


NOTICE OF CONVERSION (To be Executed by the Registered Holder in Order to Convert the 7.625% Series A Convertible Cumulative Preferred Stock) The undersigned hereby irrevocably elects to convert (the “Conversion”) shares of 7.625% Series A Convertible Cumulative Preferred Stock (the “Series A Preferred Stock”), represented by stock certificate No(s). the “Series A Preferred Stock Certificates”), into shares of common stock, par value $0.0001 per share (“Common Stock”), of Daseke, Inc. (the “Corporation”) according to the conditions of the Certificate of Designations establishing the terms of the Series A Preferred Stock (the “Certificate of Designations”), as of the date written below. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates (unless it can be established that no such taxes are payable). No fee will be charged to the holder for any conversion, except for transfer taxes, if any. A copy of each Series A Preferred Stock Certificate is attached hereto (or evidence of loss, theft or destruction thereof). The Corporation is not required to issue shares of Common Stock (i) unless the conditions for conversion of the Series A Preferred Stock set forth in Section 8 of the Certificate of Designations have been satisfied and (ii) until the original Series A Preferred Stock Certificate(s) (or evidence of loss, theft or destruction thereof) to be converted are received by the Corporation or its Transfer Agent. If the foregoing conditions have been satisfied, the Corporation shall issue and deliver shares of Common Stock to an overnight courier not later than two Business Days following receipt of the original Series A Preferred Stock Certificate(s) to be converted. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in or pursuant to the Certificate of Designations. Date of Conversion: Applicable Conversion Rate: Number of Shares of 7.625% Series A Convertible Cumulative Preferred Stock to be Converted: Number of Shares of Common Stock to be Issued: Signature: Name: Address: (2) Fax No.: (2) Address where shares of Common Stock and any other payments or certificates shall be sent by the Corporation.

 


SCHEDULE A SCHEDULE OF EXCHANGES FOR GLOBAL SECURITY The initial number of shares of 7.625% Series A Convertible Cumulative Preferred Stock represented by this Global Preferred Share shall be made: . The following exchanges of a part of this Global Preferred Share have been Number of shares represented by this Global Preferred Share following such decrease or increase Amount of decrease in number of shares represented by this Global Date of Exchange Preferred Share Amount of increase in number of shares represented by this Global Preferred Share Signature of authorized officer of Registrar

 


The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT-....................Custodian.................... (Cust) (Minof1 under Uniform Gifts to Minors Act ................................................... (State) Additional abbreviations may also be used though not in the above list. For Value Received, hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE jPLEASE PRINT OR TYPE NNoE AND ADDRESS,INCLUDING ZIP call!, OF ASSIGNEE) Shares of the stock represented by the within Certificate, and do hereby irrevocably constitute and appoint Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. Dated NOTICE: THE SIGNATURE TO lliiSASSIGNMENT MUSTCORRESPOND Willi'!liE NN>EAS 'ltRITTEN UPON THE FACE OF'!liE CERTIFICATEIN EVERYPARTICULAR, v.nHOUTALTERATION OR ENLARGEMENT ORANY CHANGE11\oHATSOEVER. Signature(s) Guaranteed ---- The Signature(s) must be guaranteed by an eligible guarantor institution (Banks, Stockbrokers,Savings and Loan Associations and Credit Unions with membershipin an approvedSignatureGuaranteeMedallionProgram), pursuant to SEC Rule 17Ad-15. THE CORPORATION WILL FURNISH TOANY STOCKHOLDER, UPON REQUEST AND WITHOUT CHARGE,A FULL STATEMENT OF THE DESIGNATIONS, RELATIVE RIGHTS,PREFERENCESAND LIMITATIONS OF THE SHARES OF EACH CLASS AND SERIES AUTHORIZED TO BE ISSUED, SO FAR AS THE SAME HAVE BEEN DETERMINED,AND OF THE AUTHORITY, IF ANY, OF THE BOARD TO DMDE 11-tE SHARES INTO CLASSES OR SERIES AND TO DETERMINE AND CHANGE THE RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF ANY CLASS OR SERIES. SUCH REQUEST MAY BE MADE TO THE SECRETARY OF THE CORPORATION OR TO THE TRANSFER AGENT NAMED ON THIS CERTIFICATE. ca..uMBIA PRIN'JWolG SERVICES, u.c.-.atocklnformatlon.com

 

Exhibit 4.3

...... THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW G)ASEKE® DASEKE, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE ..!h.!h.!h -.!h..!h. ..!h.!h.!h liiiiill lliliill ...... CUSIP 23753F 11 5 WARRANT i I share; provided however, that a Warrant may not be exercised for a fractional share, so that only an even number of Warrants may be exercised at a given time. The Exercise Price is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement. Subject to the conditions set forth in the Warrant Agreement, the Warrants may be exercised only dur­ ing the Exercise Period and to the extent not exercised by the end of such Exercise Period, such Warrants shall become void. Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth at this place. This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement. This Warrant Certificate shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles thereof (Continued on reverse side) warrant(s) (the "Warrants" and each, a "Warrant") to purchase shares of Common Stock, $0.0001 par value ("Common Stock"), ofDaseke, Inc., a Delaware corporation (the "Company"). Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and nonassessable shares of Common Stock as set forth below, at the exercise price (the "Exercise Price") as determined pursuant to the Warrant Agree­ ment, payable in lawful money (or through "cashless exercise" as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement. Each Warrant is initially exercisable for one-half of one fully paid and non-assessable share of Com­ mon Stock. The number of the shares of Common Stock issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement. The initial Exercise Price per share of Common Stock for any Warrant is equal to $5.75 per half WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. lb!m11 DASEKE, INc. COUNTERSIGNED: CONTINENTAL STOCK TRANSFER & TRUST COMPANY NEW YORK, NY WARRANTAGENT BY: AUTHORIZED OFFICER 1 ;: {

 


 

DASEKE,INC. The warrants evidenced by this VI/arrant Certificate are part of a duly authorized issue ofVI/arrantsentitling theholder on exercise to receivesharesof CommonStock and are issued or to beissued pursuant to a Vl/arrantAgreement dated as of July 22, 2015 (the "War,..nt Ag,..amant"),duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the ''Warrant Agent''), which warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for adescrip· lion of the rights, limitation of rights,obligations, duties and immunities thereunder of the VI/arrant Agent, the Company and the holders (the words •holde,.." or "holder" meaning the Registered Holders or Registered Holder) of the warrants.A copy of the warrant Agreement may be obtained by the holder hereof upon written request to the Company.Defined terms used in this VI/arrant Certificate but not defined herein shallhave the meanings given to them in the VI/arrant Agreement. warrants may be exercised at any time during the Exercise Period set forth in the Vl/arrantAgreemenTl he holderofVI/arrants evidencedby this VI/arrant Certificate may exercise them by sunrendering this warrant Certificate, with the form of election to purchasesat forthhereon properlycompleted andexecuted,togetherwithpayment of the Exercise Price as specified in the VI/arrant Agreement (or through "cashless exercise" as provided for in the VI/arrant Agreement) at the principalcorporate trust office ofthe VI/arrant Agent.In theeventthatuponany exercise ofVI/arrantsevidenced hereby the number of warrants exercised shallbe less than the totalnumber of war­ rants evidenced hereby, there shall be issued to the holder hereof or his, her or its assignee,anew warrant Certificateevidencingthe numberofWarrants not exercised. Notwithstanding anything else in this Warrant Certificate or the warrantAgree­ ment, no Warrant may be exercised unless at the time of exercise (i) a registration statement covering the shares of Common Stock to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder relating to the shares of Common Stock is current,except through "cashless exercise" as provided for in the Warrant Agreement. The warrantAgreement provides that upon the occunrence of certain events the number of shares of Common Stock issuable uponexercise of the warrants set forth on the face hereof may, subject to certain conditions, be adjustad.If, upon exercise of a warrant, the holder thereof would be entiUed to receive a fractional interest in a share ofCommonStock,theCompany shall,uponexercise,round downto thenearest whole number of shares of Common Stock to be issued to the holder of the VI/arrant. warrant Certificates, when surrendered at the principalcorporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legalrepresen­ tative or ettomey duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the warrant Agreement, but without payment of any service charge, for another warrant Certificate or warrant Certificates of like tenor evidencing in the aggregate a like number of Warrants. Upon due presentation for registration of transfer of this Warrant Certificate at the office of the warrant Agent a new warrant Certificate or warrant Certificates of like tenor and evidencing in the aggregate a like number of warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate,subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other gov­ emmentalcharge imposed in connection therewith. The Company and the VI/arrant Agent may deem and treat the Registered Holder(s) hereof as the absoluta owner{s) of this Warrant Certificata (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shallbe affected by any notice to the contrary. Neither the warrants nor this ..,..rrant Certificate entitles any holder hereof to any rights of a stockholder of the Company. ELECTION TO PURCHASE {To Ba Executed Upon Exercise of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate,to receive tenders payment for such shares to the order of Daseke, Inc. (the •eompanyj in the amount or$ requests that a certificate for such shares be registered in the name of shares of Common Stock and herewith in accordance with the tenms hereof.The undersigned (PLEASE TYPE OR PRINTNAME!AND ADDRI!SS) (SOCIAL SECURITY OR TAX IDENnFICATION NUMBER) and that such shares be delivered to-----------:======-====-:-=,.,.,=-=-===,----------------------­ (PLEASE TYPE OR PRINTNAME!AND ADDRI!SS) If said number or shares is less than all of the shares of Common Stock purchasable hereunder, the undersigned requests that a new warrant Certificate representing the remaining balance of such shares be registered in the name of (PLEASE! TYPE OR PRINTNAME!AND ADDRI!SS) and that such Warrant Certificate be delivered to (PLEASE TYPE OR PRINTNAME!AND ADDRI!SS) In the event that the Warrant has been celled for redemption by the Company pursuant to of the Warrant Agreement and the Company has required cashless exercise pursuant to Section 6 3 of the Warrant Agreement, the number of shares that this Warrant is exercisable for shall be determined in accordance with subsection 3 3 1(b) and Section 6 3 of the WarrantAgreamenl In the event that the Warrant is to be exercised on a •cashless• basis pursuant to Sectjon 7 4 of the Warrant Agreement,the number of shares that this Warrant is exercisable for shall be determined in accordance with Sectjon 7 4 or the warrant Agreement. In the event that the Warrant may be exercised,to the extent allowed by the Warrant Agreement, through cashless exercise Ol the number of shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (iij the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this VI/arrant Certificate,through the cashless exercise provisions of the WarrantAgreement, to receive shares of Common Stock. If said number or shares is less than allor the shares or Common Stock purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be registered in the name of (PLEASE TYPE OR PRINTNAME!AND ADDRI!SS) and that such Warrant Certificate be delivered to (PLEASE TYPE OR PRINTNAME!AND ADDRI!SS) Date: _ (SIGNATURE!) Signature(s) Guaranteed -----------------------------------------The Signature{s) must be guaranteed by an eligible guarantor institution (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions with membership in an approved Signature Guarantee Medallion Program),pursuant to SEC Rule 17Ad-15. (AOORI!SS) (SOCIALSECURITY OR TAX IDENTIFICAnON NUMBER(&)) PRINTI!D BY: COLUMBIAPRINTING SI!RVICI!B.LLC-WWW.slocklnfonnatlon.com

 

Exhibit 99.1

 

DASEKE INC.
CHARTER OF THE NOMINATING & GOVERNANCE COMMITTEE
OF THE BOARD OF DIRECTORS
(Adopted as of February 27, 2017)

 

The Board of Directors (the “Board”) of Daseke Inc. (the “Company”) has established the Nominating & Governance Committee of the Board (the “Committee”) with authority, responsibility and specific duties as described in this Nominating & Governance Committee Charter (this “Charter”).

 

I.                                         Purposes

 

The purposes of the Committee are to:

 

A.                                     Advise the Board and make recommendations regarding appropriate corporate governance practices and assist the Board in implementing those practices;

 

B.                                     Assist the Board by identifying individuals qualified to become members of the Board, consistent with the criteria approved of by the Board, and recommending director nominees to the Board for election at the annual meetings of stockholders or for appointment to fill vacancies on the Board;

 

C.                                     Advise the Board about the appropriate composition of the Board and its committees;

 

D.                                     Lead the Board in the annual performance evaluation of the Board and its committees, and of management; and

 

E.                                      Perform such other functions as the Board may assign to the Committee from time to time.

 

II.                                    Membership

 

The Committee must consist of not less than three members of the Board.  Each member of the Committee must be “independent” as defined by the listing requirements of The NASDAQ Stock Market LLC (the “NASDAQ”).  Notwithstanding the foregoing membership requirements, no action of the Committee will be invalid by reason of any such requirement not being met at the time such action is taken.

 

The members of the Committee and its Chairman will be selected annually by the Board and will serve at the pleasure of the Board.  Any vacancy on the Committee will be filled by, and any member of the Committee may be removed by, an affirmative vote of a majority of the Board.  If a Chairman is not designated by the Board or present at a meeting, the Committee may designate a Chairman by majority vote of the Committee members then in office.

 

1



 

III.                               Authority and Responsibilities

 

The Committee is delegated all authority of the Board as may be required or advisable to fulfill the purposes of the Committee.  Without limiting the generality of the preceding statements, the Committee has the authority, and is entrusted with the responsibility, to take the following actions:

 

A.                                     Authority

 

The Committee has the authority to:

 

1.                                       Conduct or authorize investigations into any matter within the scope of the responsibilities delegated to the Committee as it deems appropriate, including the authority to request any officer, employee or advisor of the Company to meet with the Committee or any advisors engaged by the Committee.

 

2.                                       Retain and determine funding for independent legal counsel and other experts and advisors, including the sole authority to retain, approve the fees payable to, amend the engagement with, and terminate any search firm to assist the Committee in identifying director candidates, as it deems necessary or appropriate to fulfill its responsibilities.  The Committee may also utilize the services of the Company’s regular outside legal counsel or other advisors to the Company.  The Company must provide for appropriate funding, as determined by the Committee, for payment of (a) compensation to any advisors employed by the Committee; and (b) ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

 

3.                                       Delegate to its Chairman, any one of its members or any subcommittee it may form, the responsibility and authority for any particular matter, as it deems appropriate from time to time under the circumstances.  However, subcommittees do not have the authority to engage independent legal counsel and other experts and advisors unless expressly granted such authority by the Committee.  Each subcommittee will keep minutes and regularly report to the Committee.

 

B.                                     Responsibilities

 

The Committee has the following responsibilities:

 

Corporate Governance

 

1.                                       The Committee will prepare and recommend to the Board for adoption appropriate corporate governance guidelines and consider any other corporate governance issues that arise from time to time and develop appropriate recommendations for the Board.

 

2



 

2.                                       Each year, the Committee will review and reassess the adequacy of the Company’s corporate governance guidelines and recommend any proposed changes to the Board for approval.

 

Director Nominations

 

Except where the Company is legally required by contract or otherwise to provide third parties with the ability to nominate directors, the Committee will perform the following actions:

 

3.                                       Identify individuals qualified to become Board members and recommend to the Board the persons to be nominated by the Board for election as directors at the annual meeting of stockholders, and the persons to be elected by the Board to fill any vacancies on the Board.

 

Director Independence

 

Each year, the Committee will:

 

4.                                       Review the relationships between the Company and each director and report the results of its review to the Board, which will then determine which directors satisfy the applicable independence standards; and

 

5.                                       Determine whether or not each director serving on a Board committee is independent, disinterested, a non-employee director or an outside director under the standards applicable to the committees on which such director is serving or may serve and report the results of its review to the Board, which will then determine which directors qualify as an independent, disinterested, non-employee or outside director under applicable standards.

 

Committee, Board and Management Performance Evaluations

 

Each year, the Committee will:

 

6.                                       Request that the Chairman of each Board committee report to the full Board about the committee’s annual evaluation of its performance and evaluation of its charter following the end of each fiscal year; and

 

7.                                       Receive comments from all directors and report to the full Board with an assessment of the performance of the Board, the Board’s committees and management following the end of each fiscal year.

 

3



 

Other Powers and Responsibilities

 

When the Committee deems it appropriate, the Committee will:

 

8.                                       Develop and evaluate a general education and orientation program for directors, and present a report to the Board and make appropriate recommendations for final Board action regarding this program;

 

9.                                       The chair of the Committee will preside over the meetings of the independent directors in executive session; and

 

10.                                Review and recommend to the Board proposed changes to the Company’s Certificate of Incorporation and Bylaws.

 

IV.                                Procedures

 

A.                                     Meetings .  The Committee will meet at the call of its Chairman, two or more members of the Committee or the Chairman of the Board.  The Committee will meet as frequently as circumstances dictate.  Meetings of the Committee may be in person, by conference call or by unanimous written consent, in accordance with the Company’s Bylaws.  Meetings of the Committee will be held at such time and place, and upon such notice, as its Chairman may from time to time determine. The Committee will keep such records of its meetings as it deems appropriate.

 

Meetings may, at the discretion of the Committee, include other directors, members of the Company’s management, independent advisors and consultants or any other persons whose presence the Committee believes to be necessary or appropriate.  Those in attendance may observe meetings of the Committee, but may not participate in any discussion or deliberation unless invited to do so by the Committee, and in any event are not entitled to vote.  Notwithstanding the foregoing, the Committee may also exclude from its meetings any persons it deems appropriate, including, but not limited to, any director that is not a member of the Committee.

 

B.                                     Quorum and Approval .  A majority of the Committee’s members will constitute a quorum.  The Committee will act on the affirmative vote of a majority of members present at a meeting at which a quorum is present.  The Committee may also act by unanimous written consent in lieu of a meeting.

 

C.                                     Rules .  The Committee may determine additional rules and procedures, including designation of a Chair pro tempore in the absence of its Chairman and designation of a secretary of the Committee at any meeting thereof.

 

D.                                     Reports .  The Committee will maintain minutes of its meetings and make regular oral or written reports to the Board, directly or through its Chairman, of its actions and any recommendations to the Board.

 

4



 

E.                                      Review of Charter .  Each year, the Committee will review the need for changes in this Charter and recommend any proposed changes to the Board for approval.

 

F.                                       Performance Review .  Each year, the Committee will review and evaluate its own performance and will submit itself to a review and evaluation by the Board.

 

G.                                     Fees; Reimbursement of Expenses .  Each member of the Committee as well as the Chairman will be paid the fee set by the Board for his or her services as a member or Chairman, as the case may be, of the Committee.  Subject to the Company’s Corporate Governance Guidelines and other policies, Committee members, including the Chairman, will be reimbursed by the Company for all reasonable expenses incurred in connection with their duties as Committee members.

 

V.                                     Posting Requirement

 

The Company will make this Charter available on or through the Company’s website as required by applicable rules and regulations.  In addition, the Company will disclose in its proxy statement for its annual meeting of stockholders or in its Annual Report on Form 10-K, as applicable, that a copy of this Charter is available on the Company’s website and provide the website address.

 

*     *     *

 

While the Committee members have the duties and responsibilities set forth in this Charter, nothing contained in this Charter is intended to create, or should be construed as creating, any responsibility or liability of the Committee members, except to the extent otherwise provided under applicable federal or state law.  Further, nothing in this Charter is intended to preclude or impair the protection provided in Section 141(e) of the Delaware General Corporation Law for good faith reliance by Committee members on reports or other information provided by others.

 

5