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): April 12, 2021
ALTA EQUIPMENT GROUP INC.
(Exact name of registrant as specified in its charter)
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Delaware |
001-38864 |
83-2583782 |
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(State or other jurisdiction
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(Commission
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(IRS Employer
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13211 Merriman Road
Livonia, Michigan 48150
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (248) 449-6700
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which
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Common stock, $0.0001 par value per share |
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ALTG |
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The New York Stock Exchange |
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Depositary Shares representing a 1/1000th fractional interest in a share of 10% Series A Cumulative Perpetual Preferred Stock, $0.0001 par value per share |
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ALTG PRA |
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The 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 8.01 Other Events.
On April 9, 2021, Alta Equipment Group Inc. (the “Company”) issued a press release announcing that the Company’s board of directors has declared a dividend of $888.89 per share of its outstanding 10% Series A Cumulative Perpetual Preferred Stock (the “Series A Preferred”), with the record date for the dividend April 15, 2021 and the payment date April 30, 2021. This will equate to a dividend of $0.88889 for each of the outstanding Depositary Shares representing a 1/1000th fractional interest in one share of Series A Preferred. The Depositary Shares trade on The New York Stock Exchange under the symbol “ALTG PRA.” The full text of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The Company, on April 9, 2021, also filed with the Secretary of State of the State of Delaware a Certificate of Correction to the Certificate of Designations of Rights and Preferences 10% Series A Cumulative Perpetual Preferred Stock (the “Certificate of Correction”). The Certificate of Correction reflects the correct record and dividend payment dates for the quarterly dividend accruing on the Series A Preferred. The full text of the Certificate of Correction is filed as Exhibit 3.4 to this Current Report on Form 8-K and is incorporated herein by reference.
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Item 9.01 |
Financial Statements and Exhibits. |
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(d) |
Exhibits |
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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.
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ALTA EQUIPMENT GROUP INC. |
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Dated: April 12, 2021 |
By: |
/s/ Ryan Greenawalt |
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Ryan Greenawalt |
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Chief Executive Officer |
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Exhibit 3.4
STATE OF DELAWARE
CERTIFICATE OF CORRECTION
Alta Equipment Group Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware.
DOES HEREBY CERTIFY:
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The name of the corporation is Alta Equipment Group Inc. |
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That a Certificate of Designations of Rights and Preferences 10% Series A Cumulative Perpetual Preferred Stock (the “Certificate”) was filed by the Secretary of State of Delaware on December 18, 2020 at 11:44AM, SR# 20208696558, and that said Certificate requires correction as permitted by Section 103 of the General Corporation Law of the State of Delaware. |
3.The inaccuracy or defect of said Certificate is: The Certificate as filed inadvertently referenced the quarterly record and payment dates, respectively, for quarterly dividends accruing on the 10% Series A Cumulative Perpetual Preferred Stock as: April 15, 2021 and April 30, 2021, and then each May 15 and May 31; August 15 and August 31; November 15 and November 30; and February 15 and February 28, respectively, thereafter. The correct quarterly record and payment dates for the dividends are: April 15, 2021 and April 30, 2021, and then each July 15 and July 31; October 15 and October 31; January 15 and January 31; and April 15 and April 30, respectively, thereafter.
4.Section 2(b) of the Certificate is corrected to read as follows:
(b) Dividend Payment Date; Dividend Record Date. Dividends on the Series A Perpetual Preferred Stock shall accrue daily and be cumulative from, and including, the date of original issue and shall be payable quarterly every January 31, April 30, July 31 and October 31 (each such payment date, a “Dividend Payment Date,” and each such quarterly period, a “Dividend Period”); provided that if any Dividend Payment Date is not a Business Day, then the dividend which would otherwise have been payable on that Dividend Payment Date may be paid on the next succeeding Business Day, and no interest, additional dividends or other sums will accrue on the amount so payable for the period from and after that Dividend Payment Date to that next succeeding Business Day. The first dividend on the Series A Perpetual Preferred Stock is scheduled to be paid on April 30, 2021 (in the amount of $888.89 per share) to the persons who are the holders of record of the Series A Perpetual Preferred Stock at the close of business on the corresponding record date, which will be April 15, 2021. Any dividend payable on the Series A Perpetual Preferred Stock, including dividends payable for any partial Dividend Period, will be computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends will be payable to holders of record as they appear in the Corporation’s stock records for the Series A Perpetual Preferred Stock at the close of business on the applicable record date, which shall be the 15th
day of each January, April, July and October, whether or not a Business Day, in which the applicable Dividend Payment Date falls (each, a “Dividend Record Date”).
IN WITNESS WHEREOF, said corporation has caused this Certificate of Correction this 9th day of April, 2021.
Alta Equipment Group Inc.
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By: |
/s/ Anthony J. Colucci |
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Anthony J. Colucci |
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Chief Financial Officer and Secretary |
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Exhibit 99.1
Alta Equipment Group Announces Preferred Stock Dividend
LIVONIA, Mich. – April 9, 2021 – Alta Equipment Group Inc. (NYSE: ALTG) (“Alta”), a leading provider of premium material handling and construction equipment and related services, today announced that its Board of Directors approved the first dividend on its Series A Cumulative Perpetual Preferred Stock in the amount of $888.89 per preferred share. The dividend payment date is April 30, 2021, to shareholders of record at the close of business on April 15, 2021.
About Alta Equipment Group Inc.
Alta owns and operates one of the largest integrated equipment dealership platforms in the U.S. Through its branch network, the Company sells, rents, and provides parts and service support for several categories of specialized equipment, including lift trucks and aerial work platforms, cranes, earthmoving equipment and other material handling and construction equipment. Alta has operated as an equipment dealership for 36 years and has developed a branch network that includes 55 total locations across Michigan, Illinois, Indiana, New England, New York, Virginia and Florida. Alta offers its customers a one-stop-shop for their equipment needs through its broad, industry-leading product portfolio. More information can be found at www.altaequipment.com.
Contacts
Investors:
Bob Jones / Taylor Krafchik
Ellipsis
IR@altaequipment.com
(646) 776-0886
Media:
Glenn Moore
Alta Equipment
glenn.moore@altaequipment.com
(248) 305-2134
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