Fox Factory Holding Corp. (NASDAQ:FOXF) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
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Entry into a Material Definitive Agreement
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entered into an underwriting agreement (the Underwriting
Agreement) with Robert W. Baird Co. Incorporated and William
Blair Company, L.L.C. (the Underwriters) and Compass Group
Diversified Holdings LLC (Compass) and Robert C. Fox, Jr., as
selling stockholders (Compass, together with Mr. Fox, the Selling
Stockholders). to the Underwriting Agreement, Compass agreed to
sell 3,500,000 shares of the Companys common stock, $0.001 par
value per share (the Common Stock), owned or beneficially held by
Compass (the Offering Shares), to the Underwriter at a price of
$20.51 per share, and Mr. Fox granted the Underwriters an
over-allotment option to purchase up to 525,000 shares of the
Companys Common Stock owned by Mr. Fox (the Option Shares) at a
price of $20.51 per share, which the Underwriters exercised in
full.
warranties, and covenants of the Company and the Selling
Stockholders and also provides for customary indemnification by
each of the Company, the Selling Stockholders, and the
Underwriters against certain liabilities and customary
contribution provisions in respect of those liabilities.
Stockholders was made to the Companys Registration Statement on
Form S-3 (Registration No. 333-203146) (the Registration
Statement), including a prospectus supplement dated November 16,
2016 to the base prospectus contained in the Registration
Statement, filed by the Company with the Securities and Exchange
Commission to Rule 424(b)(7) under the Securities Act of 1933, as
amended. The sale of the Offering Shares to the Underwriting
Agreement closed on November 22, 2016.
qualified in its entirety by reference to the Underwriting
Agreement, a copy of which is attached hereto as Exhibit 1.1 and
incorporated herein by reference.
offering by the Selling Stockholders of an aggregate 4,025,000
shares of Common Stock. A copy of the press release announcing
the closing of the offering is attached hereto as Exhibit 99.1
and is incorporated by reference herein.
Report, including the press release attached hereto as Exhibit
99.1, shall not be deemed filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the Exchange Act),
or incorporated by reference in any filing under the Securities
Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing.
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Exhibit Number
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Description
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1.1
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Copy of Underwriting Agreement, by and between Fox
Factory Holding Corp., Compass Group Diversified Holdings LLC, Robert C. Fox, Jr. and Robert W. Baird Co. Incorporated and William Blair Company, L.L.C., dated November 16, 2016 |
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5.1
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Opinion of Squire Patton Boggs (US) LLP as to the
legality of the securities. |
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99.1
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Press release issued by Fox Factory Holding Corp.,
dated November 22, 2016 |
About Fox Factory Holding Corp. (NASDAQ:FOXF)
Fox Factory Holding Corp. designs, engineers, manufactures and markets performance ride dynamics products for customers across the world. The Company’s brand ride dynamics products are used primarily on bicycles (bikes), side-by-side vehicles (Side-by-Sides), on-road vehicles with off-road capabilities, off-road vehicles and trucks, all-terrain vehicles (ATVs), snowmobiles, specialty vehicles and applications, and motorcycles. The Company’s brands include FOX, FOX RACING SHOX and RACE FACE. The Company offers front fork and rear suspension products designed for cross-country, trail, all-mountain, free-ride and downhill riding primarily for the mountain bike market. Its mountain bike products are sold in various series, including Performance series, Performance Elite series and Factory series. It also offers suspension systems. Its suspension component products in the powered vehicle category range from two inch aluminum bolt-on shocks to its position sensitive internal bypass shocks. Fox Factory Holding Corp. (NASDAQ:FOXF) Recent Trading Information
Fox Factory Holding Corp. (NASDAQ:FOXF) closed its last trading session up +1.00 at 24.40 with 367,320 shares trading hands.
