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): April 17, 2014

QUINPARIO ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware	001-36051	46- 2888322
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

c/o Quinpario Partners I, LLC 12935 N. Forty Drive, Suite 201 St. Louis, Missouri	63141
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (314) 548-6200

Not Applicable

(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)

x 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 8.01 Other Events.

On April 17, 2014, Jason Incorporated and Milsco Manufacturing, a unit of Jason Incorporated, issued a press release announcing that Milsco Manufacturing had been recognized as a leading supplier by Harley-Davidson India. Quinpario Acquisition Corp. (the “Company”) previously announced it had entered into a definitive agreement to purchase all of the outstanding common stock of Jason Partners Holdings Inc. (“Jason”), the indirect parent company of Jason Incorporated (the “Business Combination”).

A copy of the press release issued by Jason Incorporated and Milsco Manufacturing is attached hereto as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.

Additional Information and Where to Find It

The Company has filed with the Securities and Exchange Commission (“SEC”) a preliminary proxy statement in connection with the Business Combination and other matters and will mail a definitive proxy statement and other relevant documents to its stockholders. The Company’s stockholders and other interested persons are advised to read the preliminary proxy statement and any amendments thereto and, once available, the definitive proxy statement in connection with the Company’s solicitation of proxies for its stockholders’ meeting to be held to approve, among other things, the Business Combination because the proxy statement will contain important information about the Company, Jason and the Business Combination. Stockholders may obtain a free copy of the proxy statement, as well as other filings containing information about the Company, without charge, at the Securities Exchange Commission’s Internet site (www.sec.gov). You may also be able to obtain these documents, free of charge, by accessing the Company’s website (www.quinpario.com). Copies of the proxy statement and the filings with the SEC that are incorporated by reference in the proxy statement can also be obtained, without charge, by directing a request to Paul J. Berra III, Vice President, General Counsel and Secretary, 12935 N. Forty Drive, St. Louis, Missouri 63141.

Participants in Solicitation

The Company and its directors and executive officers and other persons may be deemed to be participants in the solicitations of proxies from the Company’s stockholders in respect of the proposed Business Combination and the other matters set forth in the proxy statement. A list of the names of those directors and executive officers and a description of their interests in the Company is contained in the Company’s preliminary proxy statement for the Business Combination, which has been filed with the SEC.

Forward Looking Statements

This Current Report on Form 8-K includes “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate,” “believe,” “expect,” “estimate,” “plan,” “outlook,” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward looking statements with respect to revenues, earnings, performance, strategies, prospects and other aspects of the businesses of the Company, Jason and the combined

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company after completion of the proposed Business Combination are based on current expectations that are subject to risks and uncertainties. A number of factors could cause actual results or outcomes to differ materially from those indicated by such forward looking statements. These factors include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Purchase Agreement; (2) the outcome of any legal proceedings that may be instituted against Jason or the Company following announcement of the proposed Business Combination and transactions contemplated thereby; (3) the inability to complete the transactions contemplated by the proposed Business Combination due to the failure to obtain required regulatory approvals (other than under the HSR Act), approval of the stockholders of the Company or the proceeds of the acquisition financing related to the Business Combination, or other failure to satisfy all conditions to closing the Business Combination; (4) the ability to obtain or maintain the listing of the post-combination company’s common stock on NASDAQ following the Business Combination; (5) the risk that the proposed Business Combination disrupts current plans and operations as a result of the announcement and consummation of the transactions described herein; (6) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability to integrate the Jason and the Company’s businesses, and the ability of the combined business to grow and manage growth profitably; (7) costs related to the Business Combination; (8) changes in applicable laws or regulations; (9) the possibility that Jason or the Company may be adversely affected by other economic, business, and/or competitive factors; and (10) other risks and uncertainties indicated from time to time in the proxy statement, including those under “Risk Factors” therein, and other filings with SEC by the Company. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company and Jason undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press Release dated April 17, 2014

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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.

Dated: April 17, 2014

QUINPARIO ACQUISITION CORP.
By:	/s/ Paul J. Berra III
	Name: Paul J. Berra III
	Title: Vice President, General           Counsel & Secretary

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE	For more information, contact: Stacey Stark 414.248.3626 sstark@jasoninc.com

MILSCO MANUFACTURING RECOGNIZED AS A LEADING SUPPLIER BY

HARLEY-DAVIDSON INDIA

Award celebrates excellence related to seating solutions for Street™ 500 and Street™ 750 motorcycles

MILWAUKEE (APRIL 17, 2014) – Milsco Manufacturing, a Jason Incorporated company, has been honored by Harley-Davidson India with a supplier recognition award for the company’s work related to the Harley-Davidson Street™ 500 and Street™ 750 motorcycles. The award was presented to an elite group of seven outstanding suppliers on March 12 in Delhi as part of an event to celebrate the launch of the Harley-Davidson Street^™motorcycles. Milsco has supplied seats to Harley-Davidson Motor Company since 1934.

The honor comes in recognition of Milsco’s efforts to offer the highest level of customer service while ensuring outstanding quality, competitive cost and on-time delivery of seating solutions for Harley-Davidson motorcycles launched in India. The honored team is comprised of Milsco employees from around the globe, including engineers and program managers at the company’s Aurangabad campus, which is shared with Osborn, a fellow Jason company; Milwaukee headquarters; Redgranite, Wisconsin plant; and Mexico manufacturing operation. Milsco’s eligibility for the award was based on the company’s performance using the Harley-Davidson Supplier Systems Evaluation tool, through which Milsco India received an overall score of 96%—one of the highest ratings among all Harley-Davidson India suppliers.

“It is a rewarding privilege to be ranked as one of Harley-Davidson India’s top suppliers,” said Sandeep Sharma, Focus Factory Manager at Milsco India, who received the award on behalf of the company. “Our team strives to evaluate our performance each day from the customer’s perspective, a mindset that has allowed us to deliver superior results in all areas. While Harley-Davidson has continuously set the bar high, they’ve also championed our success along the way. We look forward to adding many more years to our long-standing partnership with the company.”

Milsco Honored as Top Harley-Davidson India Supplier

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About Milsco

Milsco is a leader in the design and manufacture of innovative seating solutions utilized in powersports, marine, turfcare, heavy equipment and agricultural applications. The company’s OEM partners include some of the world’s most recognizable brand names.

Founded in 1924 and headquartered in Milwaukee, Wis., Milsco produces more than three million seats annually at its facilities located in Redgranite, Wis.; Jackson, Mich.; Thomson, Ga.; Merida, Mexico; and Nuneaton, United Kingdom. To learn more about the company, visit www.milsco.com.

About Jason Incorporated

Jason Incorporated is parent company to a global family of manufacturing leaders within the seating, finishing, components and automotive acoustics markets, including Assembled Products (Buffalo Grove, Ill.), Janesville Acoustics (Southfield, Mich.), Metalex (Libertyville, Ill.), Milsco (Milwaukee, Wis.), Osborn (Cleveland, Ohio and Burgwald, Germany) and Sealeze (Richmond, Va.). All Jason companies utilize the Jason Business System, a collaborative manufacturing strategy applicable to a diverse group of companies that includes business principles and processes to ensure best-in-class results and collective strength.

Headquartered in Milwaukee, Wis., Jason employs more than 4,000 individuals in 15 countries. To learn more, visit www.jasoninc.com.

Additional Background on Recently Announced Jason Incorporated Transaction with QPAC

On March 17, 2014, Jason Incorporated, which is owned primarily by funds managed by Saw Mill Capital LLC, Falcon Investment Advisors, LLC and other investors announced plans to merge with Quinpario Acquisition Corp. (“QPAC”) (NASDAQ: QPAC; QPACU; QPACW), a special purpose acquisition company. Following the merger, QPAC will be renamed Jason Industries, Inc. and the combined company’s common stock will be listed on the Nasdaq Stock Market following the merger.

The description of the transaction contained herein is only a summary and is qualified in its entirety by reference to the definitive agreement relating to the transaction, a copy of which was filed by QPAC with the SEC on Form 8-K on March 18, 2014.

Additional Information About The Transaction And Where To Find It

The proposed business combination will be submitted to shareholders of QPAC for their consideration.

Shareholders are urged to read the definitive proxy statement regarding the proposed business combination when it becomes available because it will contain important information for QPAC’s shareholders to consider. Shareholders will be able to obtain a free copy of the proxy statement as well as other filings containing information about QPAC and the business combination, without charge, at the Securities Exchange Commission’s (“SEC”) Internet site (www.sec.gov). You will also be able to obtain these documents, free of charge, by accessing the Company’s website (www.quinpario.com).

Copies of the proxy statement and other filings with the SEC that will be incorporated by reference in the proxy statement can also be obtained, without charge, by directing a request to Paul J. Berra III, Vice President, General Counsel and Secretary, 12935 N. Forty Drive, St. Louis, Missouri 63141.

Milsco Honored as Top Harley-Davidson India Supplier

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Participants in the Solicitation

QPAC and its directors and officers may be deemed participants in the solicitation of proxies to QPAC’s stockholders with respect to the transaction. A list of the names of those directors and officers and a description of their interests in QPAC is contained in QPAC’s annual report on Form 10-K for the fiscal year ended December 31, 2013, which was filed with the SEC, and will also be contained in the in the proxy statement for the proposed business combination when available. Information about Jason and Jason’s officers and directors will also be included therein.

Forward-looking Statements

This news release may include forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this news release that address activities, events or developments that Quinpario Acquisition Corp. expects or anticipates will or may occur in the future are forward-looking statements and are identified with, but not limited to, words such as “believe” and “expect.” These statements are based on certain assumptions and analyses made by Quinpario Acquisition Corp. in light of its experience and its perception of historical trends, current conditions and expected future developments as well as other factors it believes are appropriate in the circumstances. However, whether actual results and developments will conform to Quinpario Acquisition Corp.‘s expectations and predictions is subject to a number of risks and uncertainties and depend on a number of factors such as, but not limited to, the ability to satisfy closing conditions indicated including shareholder and other approvals and the performances of QPAC and Jason and those factors identified in QPAC’s Annual Report on Form 10-K for the year ended December 31, 2013 (available at www.sec.gov) including under the “Risk Factors” section thereof. These statements speak only as of the date they are made.

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