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): June 27, 2020
SYNALLOY
CORPORATION
(Exact name
of registrant as specified in its charter)
|
Delaware
|
|
0-19687
|
|
57-0426694
|
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.)
|
|
4510 Cox Road, Suite 201, Richmond, Virginia
|
|
23060
|
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Registrant’s
telephone number, including area code: (804) 822-3260
Inapplicable
(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:
|
¨
|
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 exchange on which registered
|
|
Common Stock, par value $1.00 per share
|
|
SYNL
|
|
NASDAQ Global Market
|
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. ¨
Item 1.01 Entry into a Material Definitive Agreement.
On June 27, 2020,
Synalloy Corporation (the “Company”) entered into Amendment No. 1 (the “Amendment”)
to the Rights Agreement, dated as of March 31, 2020, between the Company and American Stock Transfer & Trust Company, LLC,
as rights agent (the “Rights Agreement”).
The Amendment terminated
the Rights Agreement by accelerating the expiration time of the Company’s common stock purchase rights (each, a “Right”
and collectively, the “Rights”) to 11:59 P.M., New York City time, on June 28, 2020. At the time of the
termination of the Rights Agreement, all of the Rights, which were distributed to holders of the Company’s common stock,
par value $1.00, pursuant to the Rights Agreement, expired.
The foregoing is
a summary of the terms of the Amendment. The summary does not purport to be complete and is qualified in its entirety by reference
to the Amendment, a copy of which is attached as Exhibit 4.1 and incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
The
information set forth under Item 1.01 is incorporated herein by reference.
Item 3.03 Material Modification to Rights of Security
Holders.
The
information set forth under Item 1.01 is incorporated herein by reference.
Item 9.01 Financial Statements
and Exhibits.
(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.
|
|
SYNALLOY CORPORATION
|
|
|
|
|
|
Date: June 29, 2020
|
By:
|
/S/ DENNIS M. LOUGHRAN
|
|
|
Name:
|
Dennis M. Loughran
|
|
|
Title:
|
Chief Financial Officer
|
EXHIBIT INDEX
3
Exhibit 4.1
AMENDMENT NO. 1 TO
THE RIGHTS AGREEMENT
This
AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT (this “Amendment”) is dated as of June 27, 2020 (the
“Effective Date”) and amends the Rights Agreement, dated as of March 31, 2020 (the
“Rights Agreement”), by and between Synalloy Corporation, a Delaware corporation (the
“Company”), and American Stock Transfer & Trust Company, LLC, as Rights Agent (the
“Rights Agent”). Capitalized terms used in this Amendment and not otherwise defined have the
meaning given to them in the Rights Agreement.
RECITALS
WHEREAS,
the Board of Directors of the Company determined that it is in the best interests of the Company and its stockholders to terminate
the Rights Agreement and the associated Rights;
WHEREAS,
the Company, by action of the Board, may from time to time, and the Rights Agent shall, if the Company so directs, supplement or
amend the Rights Agreement without the approval of any holders of Rights in accordance with Section 28 of the Rights Agreement;
and
WHEREAS,
the Rights Agent is hereby directed to join in this Amendment.
AGREEMENT
NOW, THEREFORE,
in consideration of the premises and the mutual agreements set forth herein, the parties hereby agree as follows:
1. Amendment of the Rights Agreement.
a. Clause (i) Section 7(a) of the Rights Agreement is hereby amended and restated in its entirety as follows:
(i) 11:59
P.M., New York City time, on June 28, 2020 (the “Final Expiration Time”),
b. Section 7 of the Rights Agreement is hereby amended by adding a new Section 7(g) as follows:
(g) Except
for those provisions herein that expressly survive the termination of this Agreement, this Agreement shall terminate upon the earlier
of the Expiration Time and such time as all outstanding Rights have been exercised, redeemed or exchanged hereunder.
2. Amendment of Exhibits. The exhibits to the Rights Agreement shall be deemed to be restated to reflect this Amendment,
including all conforming changes.
3. Other
Amendment; Effect of Amendment. Except as and to the extent expressly modified by this Amendment, the Rights Agreement and
the exhibits thereto remain in full force and effect in all respects without any modification; provided, however,
that the effect of this Amendment is to terminate the Rights Agreement at the Expiration Time in accordance with Section 7 of
the Rights Agreement. This Amendment will be deemed an amendment to the Rights Agreement and will become effective on the Effective
Date. In the event of a conflict or inconsistency between this Amendment and the Rights Agreement and the exhibits thereto, the
provisions of this Amendment will govern.
4. Counterparts.
This Amendment may be executed in any number of counterparts and each of such counterparts will for all purposes be deemed to
be an original, and all such counterparts will together constitute one and the same instrument, it being understood that all parties
need not sign the same counterpart. A signature to this Amendment transmitted electronically (including by fax, email or .pdf)
will have the same authority, effect and enforceability as an original signature. No party hereto may raise the use of such electronic
transmission to deliver a signature, or the fact that any signature or agreement or instrument was transmitted or communicated
through such electronic transmission, as a defense to the formation of a contract, and each party forever waives any such defense,
except to the extent such defense relates to lack of authenticity.
5. Severability. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction
or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of
this Amendment will remain in full force and effect and will in no way be affected, impaired or invalidated.
6. Descriptive Headings. The descriptive headings of the several Sections of this Amendment are inserted for convenience
only and will not control or affect the meaning or construction of any of the provisions hereof.
7. Further Assurances. Each of the parties to this Amendment will cooperate and take such action as may be reasonably
requested by the other party in order to carry out the provisions and purposes of this Amendment, the Rights Agreement and the
transactions contemplated hereunder and thereunder.
8. Governing
Law. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall
be governed by and construed in accordance with the laws of such State applicable to contracts made and to be performed entirely
within such State.
(Signature page follows.)
IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.
|
|
Synalloy CORPORATION
|
|
|
|
|
|
|
By:
|
/s/ Sally M. Cunningham
|
|
|
Name:
|
Sally M. Cunningham
|
|
|
Title:
|
Vice President of Corporate Administration
|
|
|
|
and Corporate Secretary
|
Signature
Page to
Amendment
No. 1 to the Rights Agreement
IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.
|
|
American Stock Transfer & Trust Company, LLC
|
|
|
|
|
|
|
By:
|
/s/ Paula Caroppoli
|
|
|
Name:
|
Paula Caroppoli
|
|
|
Title:
|
Senior Vice President
|
Signature
Page to
Amendment
No. 1 to the Rights Agreement