8-K

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): July 8, 2015

LINDBLAD EXPEDITIONS HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-35898	27-4749725
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

96 Morton Street, 9th Floor, New York, New York	10014
(Address of Principal Executive Offices)	(Zip Code)

(212) 261-9000

(Registrant’s Telephone Number, Including Area Code)

Capitol Acquisition Corp. II, 509 7^th Street, N.W., Washington, D.C. 20004

(Former Name or Former 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):

☐ 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))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

   As described under Item 5.07 below, on July 8, 2015, the stockholders of Capitol Acquisition Corp. II, now known as Lindblad Expeditions Holdings, Inc. (the “Company”), approved the Company’s 2015 Long-Term Incentive Plan (the “2015 Plan”). A description of the 2015 Plan is set forth in the section entitled “The Incentive Compensation Plan Proposal” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on June 23, 2015 (the “Definitive Proxy Statement”), which description is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws

   As described under Item 5.07 below, the stockholders of the Company approved the amendment and restatement of the Company’s certificate of incorporation. A description of the amendment and restatement of the Company’s certificate of incorporation is set forth in the section entitled “The Charter Amendment Proposals” in the Definitive Proxy Statement, which description is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

   On July 8, 2015, the Company held a special meeting of its stockholders (the “Meeting”). At the Meeting, the Company’s stockholders considered the following proposals:

   1.A proposal to adopt the Agreement and Plan of Merger, dated as of March 9, 2015 and amended on April 30, 2015 and May 1, 2015 (the “Merger Agreement”), by and among the Company, Argo Expeditions, LLC, the Company’s direct wholly-owned subsidiary (“LLC Sub”), Argo Merger Sub, Inc., LLC Sub’s direct wholly-owned subsidiary (“Merger Sub”), and Lindblad Expeditions, Inc. (“Lindblad”), which, among other things, provides for (a) the merger of Merger Sub with and into Lindblad to form an interim corporation (“Interim Corporation”) and (b) immediately thereafter such Interim Corporation to merge with and into LLC Sub, and to approve the business combination contemplated by the Merger Agreement. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders:

For	Against	Abstain	Broker Non-Votes
21,607,126	139,405	500	--

  In connection with this vote, the holders of 300,000 shares of the Company’s common stock properly exercised their right to convert their shares into cash at a conversion price of $10.00 per share, for an aggregate conversion amount of $3,000,000, in connection with the completion of the business combination.

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   2.A proposal to approve the following amendments (the “Amendments”) to the amended and restated certificate of incorporation of the Company, effective following the mergers:

(i)An amendment changing the name of the Company from “Capitol Acquisition Corp. II” to “Lindblad Expeditions Holdings, Inc.” The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders:

For	Against	Abstain	Broker Non-Votes
21,332,126	414,405	500	--

(ii)An amendment adjusting the existing classification of directors to conform with the classification described in the director election proposal below. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders:

For	Against	Abstain	Broker Non-Votes
16,224,934	5,521,600	500	--

(iii)An amendment removing provisions that will no longer be applicable to the Company after the mergers. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders:

For	Against	Abstain	Broker Non-Votes
21,228,516	458,015	500	--

(iv)An amendment adding provisions that are intended to assist the Company’s compliance with certain maritime laws, including the U.S. Citizenship and Cabotage laws principally contained in 46 U.S.C. §50501(a), (b) and (d) and 46 U.S.C. Chapter 551 and the regulations promulgated thereunder (the “Jones Act”), to which owners of United States flagged vessels engaged in coastwise trade are subject, including provisions limiting the ownership of the Company’s common stock by non-U.S. citizens within the meaning of the Jones Act. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders:

For	Against	Abstain	Broker Non-Votes
21,307,126	439,405	500	--

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   3.A proposal to approve the 2015 Plan, which is an incentive compensation plan for employees of the Company and its subsidiaries. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders:

For	Against	Abstain	Broker Non-Votes
20,044,186	1,671,710	31,135	--

   4.A proposal to elect five directors to the Company’s board of directors, of whom one will be a Class A director serving until the annual meeting of stockholders to be held in 2016, two will be Class B directors serving until the annual meeting to be held in 2017 and two will be Class C directors serving until the annual meeting to be held in 2018 and, in each case, until their successors are elected and qualified. The following is a tabulation of the votes with respect to each director elected at the Special Meeting:

Director	For	Withheld
Class A
Paul J. Brown	21,746,431	600
Class B
L. Dyson Dryden	21,746,431	600
John M. Fahey	21,746,431	600
Class C
Sven-Olof Lindblad	21,366,291	380,740
Mark D. Ein	21,732,081	14,980

   Because the proposal to adopt the Merger Agreement and to approve the business combination contemplated by the Merger Agreement was approved, the proposal to adjourn the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies was not presented at the Meeting.

Item 7.01. Regulation FD Disclosure.

   On July 8, 2015, the Company issued a press release announcing that it had completed the business combination with Lindblad as contemplated by the Merger Agreement and had changed its name to “Lindblad Expeditions Holdings, Inc.” The press release is included as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

   The information in Item 7.01 of this Current Report, including the exhibit relating thereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in Item 7.01 of this Current Report, including the exhibit relating thereto, shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press release.

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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.

	LINDBLAD EXPEDITIONS HOLDINGS, INC.
	(registrant)
Dated: July 8, 2015
	By:	/s/ Sven-Olof Lindblad
		Sven-Olof Lindblad; President and CEO

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release.

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EX-99.1

Exhibit 99.1

   

Capitol Acquisition Corp. II Completes Merger with Lindblad Expeditions, Inc.

Combined company named Lindblad Expeditions Holdings, Inc.

Combined company will trade on NASDAQ under LIND, LINDU and LINDW

WASHINGTON, D.C. and NEW YORK, NY, July 8, 2015 – Capitol Acquisition Corp. II (NASDAQ: CLAC; “Capitol”) and Lindblad Expeditions, Inc. (“Lindblad” or the “Company”), a global provider of expedition cruises and adventure travel experiences, today announced the closing of their merger following the receipt of stockholder approval at Capitol’s special meeting held today.

In connection with the consummation of the merger, the company has been renamed Lindblad Expeditions Holdings, Inc. and anticipates that starting on or about July 9, 2015, its common stock, units and warrants will begin trading on the NASDAQ Stock Market under the new symbols LIND, LINDU and LINDW, respectively.

“We are excited to have closed our merger with Lindblad, and appreciate the support of our investors,” said Mark D. Ein, Chairman and Chief Executive Officer of Capitol. “With its well-established brand, long-term National Geographic partnership, deep management experience and strong track record of growth in this very attractive sector, Lindblad is exactly the kind of compelling long-term investment opportunity that we were looking for.”

Sven-Olof Lindblad, President and Chief Executive Officer of Lindblad added, “Completing the merger with Capitol and entering the public markets represents an important and exciting milestone for us. The equity capital and public currency from the merger, together with funds from our recent debt financing, give us significant resources to capitalize on the substantial demand for our expeditions by expanding the fleet and opportunistically seeking accretive strategic acquisitions. With this capital and a strong balance sheet, we are confident in the long-term growth prospects for our business.”

In addition to approving the merger with Lindblad, Capitol’s stockholders elected five new directors to the board of the combined company: Mark D. Ein, who will serve as Chairman, Sven-Olof Lindblad, who will serve as Chief Executive Officer of the combined company, L. Dyson Dryden, Chief Financial Officer of Capitol, John M. Fahey, Chairman of the National Geographic Society, and Paul J. Brown, Chief Executive Officer of Arby’s Restaurant Group.

Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. acted as capital markets advisors with respect to the transaction. Latham & Watkins LLP and Graubard Miller advised Capitol. Foley & Lardner LLP and Skadden, Arps, Slate, Meagher & Flom LLP advised Lindblad.

About Lindblad Expeditions

Lindblad Expeditions is an expedition travel company that works in partnership with National Geographic to inspire people to explore and care about the planet. The organizations work in tandem to produce innovative marine expedition programs and to promote conservation and sustainable tourism around the world. The partnership’s educationally oriented voyages allow guests to interact with and learn from leading scientists, naturalists and researchers while discovering stunning natural environments, above and below the sea, through state-of-the-art exploration tools.

About Capitol Acquisition Corp. II

Capitol Acquisition Corp. II is a public investment vehicle formed for the purpose of effecting a merger, acquisition or similar business combination. Capitol is led by Chairman and Chief Executive Officer Mark D. Ein, and Director and Chief Financial Officer L. Dyson Dryden. Capitol's securities are quoted on the NASDAQ stock exchange under the ticker symbols CLAC, CLACW and CLACU. The company, which raised $200 million of cash proceeds in an initial public offering in May 2013, is Mark Ein's second publicly traded acquisition vehicle. The first, Capitol Acquisition Corp., created Two Harbors Investment Corp. (NYSE: TWO), a leading mortgage real estate investment trust (REIT), which combined with the spin-out of Silver Bay Realty Trust Corp. (NYSE: SBY) have a combined current market capitalization of approximately $4.4 billion.

FORWARD LOOKING STATEMENTS

This press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding future financial performance, future growth and future acquisitions. These statements are based on Lindblad’s and Capitol’s managements’ current expectations or beliefs and are subject to uncertainty and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements herein due to changes in economic, business, competitive and/or regulatory factors, and other risks and uncertainties affecting the operation of Lindblad’s business. These risks, uncertainties and contingencies include: business conditions; weather and natural disasters; changing interpretations of GAAP; continued compliance with government regulations; legislation or regulatory environments; requirements or changes adversely affecting the business in which Lindblad is engaged; fluctuations in customer demand; management of growth; intensity of competition from other providers in the industry in which Lindblad operates; general economic conditions; and other factors set forth in Capitol’s filings with the Securities and Exchange Commission. The information set forth herein should be read in light of such risks. Neither Capitol nor Lindblad is under any obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements, whether as a result of new information, future events, changes in assumptions or otherwise.

Contacts:

Justin Dini / Alex Yankus

Brunswick Group

212-333-3810