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): December 5, 2019
HG Holdings, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
No. 0-14938 |
54-1272589 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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2115 E. 7th Street, Suite 101 Charlotte, North Carolina |
28204 |
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(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (252) 355-4610
Not Applicable
(Former name or 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 (see General Instruction A.2. below):
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☐ |
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 |
| None | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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 December 5, 2019, HG Holdings, Inc. (the “Company”) and Continental Stock Transfer & Trust Company, as rights agent (the “Rights Agent”) entered into Amendment No. 2 (the “Amendment”) to the Rights Agreement, dated as of December 5, 2016 as previously amended (the “Rights Agreement”), between the Company and the Rights Agent to extend the term of the Rights Agreement which was scheduled to expire at the close of business on December 5, 2019. The Amendment amends the definition of “Expiration Time” to provide that, unless otherwise expiring under the terms of the existing definition, the Rights Agreement will expire (i) at the close of business on the day after the Company’s 2020 annual meeting of stockholders unless the Company’s stockholders approve the amendment to the definition of “Expiration Time” in the Amendment or (ii) the close of business on December 5, 2022.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 4.1 to this report, and is incorporated herein by reference.
Item 3.03 Material Modification to Rights of Security Holdings
The information provided in Item 1.01 above with respect to the Amendment is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
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4.1 |
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* |
Filed herewith |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
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HG HOLDINGS, INC. |
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Date: December 5, 2019 |
By: |
/s/ Bradley G. Garner |
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Bradley G. Garner |
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Principal Financial and Accounting Officer |
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Exhibit 4.1
AMENDMENT NO. 2
This Amendment No. 2, dated as of December 5, 2019 (“Amendment No. 2”), to the Rights Agreement, dated as of December 5, 2016 as previously amended (“Agreement”), between HG Holdings, Inc. (the “Company”), a Delaware corporation and formerly Stanley Furniture Company, Inc., and Continental Stock Transfer & Trust Company, as Rights Agent (the “Rights Agent”).
WHEREAS, the Company and the Rights Agent desire to amend the Agreement as set forth below.
NOW, THEREFORE, in consideration of the premises and the mutual respective agreements set forth herein, the parties agree as follows:
1. Amendment of Section 1.1 of the Agreement. Section 1.1 of the Agreement is hereby amended to delete the definition of “Expiration Time” and replace it with the following:
“Expiration Time” shall mean the earliest of (i) the Exchange Time, (ii) the Redemption Time, (iii) the Close of Business on the day after the 2020 Annual Meeting if the amendment to the Agreement set forth in Amendment No. 2 are not approved by stockholders at the 2020 Annual Meeting, (iv) the Close of Business on the December 5, 2022, and (v) the time at which the Board of Directors determines, in its sole discretion that the NOLs are utilized in all material respects or no longer available in any material respect under Section 382 of the Code or any applicable state law or that an ownership change under Section 382 of the Code would not adversely impact in any material respect the time period in which the Company could use the NOLs, or materially impair the amount of the NOLs that could be used by the Company in any particular time period, for applicable tax purposes.
2. No Other Amendments. Except to the extent amended hereby, all of the terms, provisions and conditions set forth in the Agreement are hereby ratified and confirmed and shall remain in full force and effect. The Agreement and this Amendment shall be read and construed together as a single agreement and the term “Agreement” shall henceforth be deemed a reference to the Agreement as amended by this Amendment.
3. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the principles of conflicts of laws thereof.
4. Counterparts. This Amendment may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.
[signature pages follow]
IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the duly authorized signatories of the parties as of the date first written above.
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HG HOLDINGS, INC.
By: /s/ Steven A. Hale II Name: Steven A. Hale II Title: Chairman and Chief Executive Officer
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
By: /s/ Erika Young Name: Erika Young Title: Vice President |
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