BARINGTON/HILCO ACQUISITION CORP. (NASDAQ:BHAC) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07
On August 9 2017, Barington/Hilco Acquisition Corp. (the “Company” or “BHAC”) held a special meeting of stockholders (the “Meeting”). At the Meeting, the stockholders approved an amendment (the “Charter Amendment”) to the Company’s amended and restated certificate of incorporation to extend the date by which the Company has to consummate a business combination (the “Extension”) for an additional twenty (20) weeks, from August 11, 2017 to December 31, 2017 (the “Extended Termination Date”). The affirmative vote of a majority of the outstanding shares of the Company’s common stock was required to approve the Charter Amendment.
The number of shares of common stock presented for redemption in connection with the Charter Amendment was 1,966,096. In the proxy statement for the Meeting, the Company’s insiders announced that they, or their affiliates, would deposit into the Company’s trust account $0.025 for each public share that is not converted in connection with the stockholder vote to approve the Extension, for each 30-day period, or portion thereof, that is needed by the Company to complete its initial business combination from August 11, 2017 until the Extended Termination Date (the “Contribution”). Each Contribution will be deposited in the trust account established in connection with BHAC’s initial public offering at the beginning of such 30-day period (or portion thereof). Accordingly, if BHAC takes the full time through the Extended Termination Date to complete the initial business combination, the conversion amount per share at the meeting for such business combination or BHAC’s subsequent liquidation will be approximately $10.48 per share, in comparison to the current conversion amount of $10.36 per share.
Set forth below are the final voting results for the Charter Amendment proposal:
Charter Amendment
The Charter Amendment was approved. The voting results of the shares of the Company’s common stock were as follows:
| For | Against |
| 3,959,620 | 33,000 |
On August 11, 2017, the Company issued a press release announcing approval of the Extension. A copy of the press release is attached to this report as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
(d)Exhibits.
BARINGTON/HILCO ACQUISITION CORP. ExhibitEX-3.1 2 s107163_ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 AMENDMENT NO. 2 TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BARINGTON/HILCO ACQUISITION CORP. August 11,…To view the full exhibit click here