0001213900-17-002871.txt : 20170328 0001213900-17-002871.hdr.sgml : 20170328 20170328090021 ACCESSION NUMBER: 0001213900-17-002871 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170327 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20170328 DATE AS OF CHANGE: 20170328 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Harmony Merger Corp. CENTRAL INDEX KEY: 0001612720 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 465723951 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36842 FILM NUMBER: 17716924 BUSINESS ADDRESS: STREET 1: 777 THIRD AVENUE, 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-319-7676 MAIL ADDRESS: STREET 1: 777 THIRD AVENUE, 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 8-K 1 f8k032717_harmonymerger.htm CURRENT REPORT

 

 

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): March 27, 2017

 

HARMONY MERGER CORP.

(Exact Name of Registrant as Specified in Charter)

 

Delaware   001-36842   46-5723951
(State or Other Jurisdiction
of Incorporation)		   (Commission  File Number)   (IRS Employer
Identification No.)

 

777 Third Avenue, 37th Floor, New York, New York 10017

(Address of Principal Executive Offices) (Zip Code)

 

(212) 319-7676

(Registrant’s Telephone Number, Including Area Code)

 

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)

 

☐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 5.03 Amendments to Articles of Incorporation or Bylaws

 

The information included in Item 5.07 is incorporated by reference in this item to the extent required herein.

 

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

 

On March 27, 2017, the Company held an annual meeting of its stockholders (the “Meeting”). At the Meeting, the Company’s stockholders considered the following proposals:

 

1.       A proposal to adopt and approve an amendment to the Company’s amended and restated certificate of incorporation (the “charter”) to extend the date that the Company has to consummate a business combination (the “Extension”) to July 27, 2017. 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 
 14,579,664    322,136    0    0 

 

In connection with this vote, the holders of 495,335 shares of the Company’s common stock properly exercised their right to convert their shares into cash at a conversion price of approximately $10.22 per share, for an aggregate conversion amount of approximately $5,063,330, in connection with the Extension.

 

The Company filed the amendment to the charter with the Secretary of State of the State of Delaware on March 27, 2017.

 

2.       A proposal to elect one member of the Company’s board of directors as a Class A director, to hold office until the third succeeding annual meeting and until his successor is duly elected and qualified. The following is a tabulation of the votes with respect to the director elected at the Special Meeting:

 

Director  For   Withheld 
Class A        
Leonard B. Schlemm   12,655,101    2,246,699 

 

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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: March 28, 2017

 

  HARMONY MERGER CORP.
     
  By: /s/ Eric S. Rosenfeld
    Name: Eric S. Rosenfeld
    Title: Chief Executive Officer

 

 

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