Handy & Harman Ltd. (NASDAQ:HNH) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01.
The Offer expired as scheduled at 12:00 midnight, New York City time, at the end of October 11, 2017 (the “Expiration Date”).Based on the information provided to Parent by American Stock Transfer& Trust Company, LLC, the depositary for the Offer, as of the Expiration Date, 2,352,456 Shares had been validly tendered and not validly withdrawn to the Offer, representing approximately 89.5%of the outstanding Shares (including Shares owned by Parent and its affiliated entities) and approximately 58.6% of the outstanding Shares not owned by Parent or any of its affiliates. The Minimum Tender Condition and the Majority of the Minority Tender Condition (each as defined in the Merger Agreement), as well as all other conditions to the Offer, having been satisfied, on October 12, 2017, Merger Sub accepted for payment all Shares that were validly tendered and not validly withdrawn to the Offer.
On October 12, 2017, to the terms of the Merger Agreement, without a vote or meeting of the Company’s stockholders, to Section251(h) of the General Corporation Law of the State of Delaware, Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation and as an indirect, wholly owned subsidiary of Parent (the “Merger”). At the effective time of the Merger (the “Effective Time”) and to the terms and conditions of the Merger Agreement, each Share issued and outstanding immediately prior to the Effective Time (other than Shares held by the Company or any of its subsidiaries, Parent, Merger Sub or any other subsidiary of Parent, or held by stockholders who have properly and validly perfected their statutory rights of appraisal in respect of such Shares under Delaware law), was cancelled and converted into the right to receive the Transaction Consideration, without interest and subject to any required tax withholding.
Under the terms of the Merger Agreement, at the Effective Time, each unvested restricted share of common stock of the Company became fully vested and was automatically cancelled, and the holder thereof will receive, as soon as reasonably practicable following the Effective Time, the Transaction Consideration.
The foregoing summary of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which is filed as Exhibit 2.1 to this report and is incorporated herein by reference.
| Item 2.01. | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On October 12, 2017, in connection with the consummation of the Merger, the Company notified the Nasdaq Capital Market that the Merger had been consummated and requested that the trading of the Shares on the Nasdaq Capital Market be suspended as of the close of business on such date and that the listing of the Shares on the Nasdaq Capital Market be withdrawn.In addition, the Company requested that the Nasdaq Capital Market file with the SEC a notification on Form25 to report the delisting of the Shares from the Nasdaq Capital Market and to deregister the Shares under Section12(b)of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The Company also intends to file with the SEC a Form15 requesting that the Company’s reporting obligations under Section13 and 15(d)of the Exchange Act be suspended.
| Item 2.01. | Material Modification to Rights of Security Holders. |
The information set forth under each of Items 2.01, 3.01 and 5.03 of this report is hereby incorporated by reference into this Item 2.01.
| Item 2.01. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
In connection with the consummation of the Merger, Warren Lichtenstein, Jack L. Howard and Douglas B. Woodworth, the directors and officers of Merger Sub immediately prior to the Effective Time of the Merger, became the directors and officers of the Company, each to hold office in accordance with the amended and restated certificate of incorporation and bylaws of the Company until their respective successors are duly elected or appointed and qualified. Accordingly, as of the Effective Time, each of Patrick A. DeMarco, Robert Frankfurt, John H. McNamara, Jr., Garen W. Smith and Jeffrey A. Svoboda ceased to serve as a director of the Company.
| Item 2.01. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
In connection with the consummation of the Merger, (a) the Company’s certificate of incorporation was amended and restated to be in the form prescribed by the Merger Agreement, and (b) the Company’s bylaws were amended and restated in their entirety to conform to the bylaws of Merger Sub in effect immediately prior to the Effective Time. The foregoing summary of the Company’s amended and restated certificate of incorporation and bylaws does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the amended and restated certificate of incorporation and the amended and restated bylaws of the Company, which are filed as Exhibits 3.1 and 3.2 to this report, respectively, and are incorporated herein by reference.
On October 12, 2017, Parent issued a press release announcing the expiration and results of the Offer. A copy of such press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.
| Item 2.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| 3.1 | Amended and Restated Certificate of Incorporation of Handy & Harman Ltd. |
| 3.2 | Amended and Restated Bylaws of Handy & Harman Ltd. |
HANDY & HARMAN LTD. ExhibitEX-3.1 2 ex31to8k04197067hnh_101217.htm AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HANDY & HARMAN LTD. ______________________________________________________ FIRST: The name of this Corporation is Handy & Harman Ltd. (the “Corporation”). SECOND: The address,…To view the full exhibit click here
About Handy & Harman Ltd. (NASDAQ:HNH)
Handy & Harman Ltd. (HNH) is a holding company. The Company is a manufacturer of engineered industrial products. Through its operating subsidiaries, HNH focuses on products and technology, and serves customers across a range of end markets. Its segments include Joining Materials, which fabricates precious metals and their alloys into brazing alloys; Tubing, which manufactures a range of steel tubing products; Building Materials, which manufactures and supplies products to the commercial construction and building industries; Performance Materials, which manufactures sheet and mechanically formed glass and aramid materials for specialty applications, and Kasco Blades and Route Repair Services (Kasco), which provides meat-room blade products, repair services and resale products for the meat and deli departments of supermarkets, restaurants, meat and fish processing plants, and for distributors of electrical saws and cutting equipment, principally in North America and Europe.
