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): September 4, 2020
LEGACY ACQUISITION, CORP.
(Exact name of registrant as specified in its charter)
| delaware | 001-38296 | 81-3674868 | ||
| (State or other jurisdiction | (Commission File Number) | (IRS Employer | ||
| of incorporation) | Identification No.) |
1308
Race Street Suite 200
Cincinnati, Ohio 45202
(Address of principal executive offices, including zip code)
(505) 820-0412
(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(s) | Name of each exchange on which registered | ||
| Units, each consisting of one share of Class A common stock and one Warrant to purchase one-half of one share of Class A common stock | LGC.U | New York Stock Exchange | ||
| Class A common stock, par value $0.0001 per share | LGC | New York Stock Exchange | ||
| Warrants, exercisable for one-half of one share of Class A common stock for $5.75 per half share, or $11.50 per whole share | LGC.WS | 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. ☐
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On September 4, 2020, Legacy Acquisition Corp., a Delaware corporation (“Legacy” or the “Company”) held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, the stockholders of the Company approved and adopted an amendment (the “Charter Amendment”) to the corrected amended and restated certificate of incorporation of the Company, as amended by that amendment to the amended and restated certificate of incorporation, dated October 22, 2019, as further amended by that second amendment to the amended and restated certificate of incorporation, dated May 18, 2020, to allow any action required or permitted to be taken by the holders of our Class F common stock and Class A common stock, voting together as a single class, to be taken by written consent in lieu of a meeting of stockholders in addition to the holders of our Class F common stock, voting as a separate class (which may already take action by written consent in lieu of a meeting of stockholders). A copy of the Charter Amendment is filed as Exhibit 3.1 hereto and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Special Meeting, a total of 12,314,640 (90.40%) of the Company’s issued and outstanding shares of Class A common stock and Class F common stock held of record as of August 13, 2020, the record date for the Special Meeting, were present either in person or by proxy, which constituted a quorum. Legacy’s stockholders voted on the following proposals at the Special Meeting, each of which were approved. The results of voting on the proposals submitted to a vote of the Company’s stockholders at the Special Meeting were as follows:
| 1. | To approve an amendment to the Company’s corrected amended and restated certificate of incorporation filed with the Secretary of State of the State of Delaware on November 20, 2017, as amended by that amendment to the amended and restated certificate of incorporation of Legacy Acquisition Corp., dated October 22, 2019, as further amended by that second amendment to the amended and restated certificate of incorporation, dated May 18, 2020, to allow any action required or permitted to be taken by the holders of our Class F common stock and Class A common stock, voting together as a single class, to be taken by written consent in lieu of a meeting of stockholders in addition to the holders of our Class F common stock, voting as a separate class (which may already take action by written consent in lieu of a meeting of stockholders). |
| Votes For | Votes Against | Abstentions | ||
| 9,827,213 | 2,486,708 | 719 | ||
| 2. | To approve the adjournment of the Special Meeting to a later date or dates, if necessary. |
| Votes For | Votes Against | Abstentions | ||
| 9,827,913 | 2,486,717 | 10 | ||
1
| Item 7.01 | Regulation FD Disclosure. |
Furnished as Exhibit 99.1 hereto is a press release, dated September 4, 2020 (the “Press Release”), issued by the Company announcing that the stockholders of the Company approved the Charter Amendment.
The information in this Item 7.01 incorporated by reference hereto are being furnished and 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, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Forward-Looking Statements:
This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “propose,” “plan,” “contemplate,” “may,” “will,” “shall,” “would,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” “positioned,” “goal,” “conditional” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, the anticipated taking of stockholder action via written consent in lieu of a meeting of stockholders.
2
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act, or an exemption therefrom.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
|
Exhibit
Number |
Description | |
| 3.1 | Articles of Amendment to Amended and Restated Certificate of Incorporation. | |
| 99.1 | Press Release of Legacy Acquisition Corp. dated September 4, 2020 |
3
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.
| LEGACY ACQUISITION CORP. | ||
| Dated: September 4, 2020 | By: | /s/ William C. Finn |
| Name: | William C. Finn | |
| Title: | Chief Financial Officer | |
4
Exhibit 3.1
THIRD AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
LEGACY ACQUISITION CORP.
Pursuant to Section 242 of the
Delaware General Corporation Law
The undersigned, being a duly authorized officer of LEGACY ACQUISITION CORP. (the “Corporation”), a corporation existing under the laws of the State of Delaware, does hereby certify as follows:
| 1. | The name of the Corporation is: Legacy Acquisition Corp. |
| 2. | The Corporation’s original certificate of incorporation was filed with the Secretary of State of the State of Delaware on March 15, 2016 (the “Original Certificate”). |
| 3. | The amended and restated certificate of incorporation, which restated and further amended the provisions of the Original Certificate, was filed with the Secretary of State of the State of Delaware on November 16, 2017, which was corrected pursuant to a corrected amended and restated certificate of incorporation filed with the Secretary of State of the State of Delaware on November 20, 2017, which was amended pursuant to that Amendment to the Amended and Restated Certification of Incorporation filed with the Secretary of State of the State of Delaware on October 22, 2019, and which was further amended pursuant to that Second Amendment to the Amended and Restated Certification of Incorporation filed with the Secretary of State of the State of Delaware on May 18, 2020 (the “Amended and Restated Certificate”). |
| 4. | This Third Amendment to the Amended and Restated Certificate (this “Amendment”) amends the Amended and Restated Certificate. |
| 5. | This Amendment was duly adopted by the affirmative vote of the holders of a majority of the stock entitled to vote at a meeting of stockholders in accordance with the provisions of Section 242 of the Delaware General Corporation Law (the “DGCL”) and the Amended and Restated Certificate. |
| 6. | The text of Section 7.3 is hereby amended and restated to read in full as follows: |
“Except as may be otherwise provided for or fixed pursuant to this Amended and Restated Certificate (including any Preferred Stock Designation) relating to the rights of the holders of any outstanding series of Preferred Stock, subsequent to the consummation of the Offering, any action required or permitted to be taken by the holders of our Class A common stock, voting separately as a class, must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders; however, any action required or permitted to be taken by either (a) the holders of our Class F common stock, voting separately as a class, or (b) the holders of our Class F common stock and Class A common stock, voting together as a single class, may be taken by written consent in lieu of a meeting of stockholders.”
IN WITNESS WHEREOF, I have signed this Amendment this 4th day of September, 2020.
| By: | /s/ Edwin J. Rigaud | |
| Name: | Edwin J. Rigaud | |
| Title: | Chairman and Chief Executive Officer |
Exhibit 99.1
Legacy Acquisition Corp. Announces Stockholder Approval of Charter Amendment
New York, NY, September 4, 2020 (GLOBE NEWSWIRE) -- Legacy Acquisition Corp. (NYSE: “LGC”) (“Legacy”), a publicly-traded Special Purpose Acquisition Company, announced today that, at Legacy’s special meeting of stockholders (the “Special Meeting”) held virtually at 10:00 am Eastern Time on September 4, 2020, its stockholders approved an amendment to Legacy’s amended and restated certificate of incorporation, as amended by that amendment to the amended and restated certificate of incorporation, dated October 22, 2019, as further amended by that second amendment to the amended and restated certificate of incorporation, dated May 18, 2020 (the “Charter Amendment”) to allow any action required or permitted to be taken by the holders of its Class F common stock and Class A common stock, voting together as a single class, to be taken by written consent in lieu of a meeting of stockholders in addition to the holders of its Class F common stock, voting as a separate class (which may already take action by written consent in lieu of a meeting of stockholders). The purpose of the Charter Amendment is to provide a more efficient and flexible manner by which the stockholders may take actions on behalf of Legacy, including, without limitation, a business combination transaction.
Investors:
Jacques
Cornet
ICR
Jacques.cornet@icrinc.com
Media:
Phil Denning
ICR
Phil.denning@icrinc.com