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): February 10, 2017
BARINGTON/HILCO ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36832 | 47-1455824 |
| (State or other jurisdiction of incorporation or organization) | (Commission file number) | (I.R.S. Employer Identification No.) |
|
888 Seventh Avenue, 17th Floor New York, New York |
10019 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 974-5710
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:
| q | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| q | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| q | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| q | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07 Submission of Matters to a Vote of Security Holders
On February 10, 2017, Barington/Hilco Acquisition Corp. (the “Company” or “BHAC”) held a special meeting of stockholders (the “Meeting”). At the Meeting, the stockholders approved the following items: (i) an amendment (the “Charter Amendment”) to the Company’s amended and restated certificate of incorporation to extend the date by which the Company has to consummate a business combination (the “Extension”) for an additional six months, from February 11, 2017 to August 11, 2017 (the “Extended Termination Date”); (ii) the election of James A. Mitarotonda, Jared L. Landaw, Jeffrey B. Hecktman, Robert Mettler, Frank R. Mori and Jeffrey D. Nuechterlein as directors, to hold office until the annual meeting of stockholders in 2018, or until their successors are elected and qualified (the “Director Election Proposal”); and (iii) the ratification of the Company’s audit committee’s selection of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016 (the “Auditor Proposal”). The affirmative vote of a majority of the outstanding shares of the Company’s common stock was required to approve the Charter Amendment. The affirmative vote of a majority of the votes cast by stockholders present in person or represented by proxy at the special meeting was required to approve each of the Director Election Proposal and the Auditor Proposal.
The number of shares of common stock presented for redemption in connection with the Charter Amendment was 911,200. In the proxy statement for the Meeting, the Company’s insiders announced that they, or their affiliates, would deposit into the Company’s trust account $0.025 for each public share that is not converted in connection with the stockholder vote to approve the Extension, for each 30-day period, or portion thereof, that is needed by the Company to complete its initial business combination from February 11, 2017 until the Extended Termination Date (the “Contribution”). Each Contribution will be deposited in the trust account established in connection with BHAC’s initial public offering at the beginning of such 30-day period (or portion thereof). Accordingly, if BHAC takes the full time through the Extended Termination Date to complete the initial business combination, the conversion amount per share at the meeting for such business combination or BHAC’s subsequent liquidation will be approximately $10.38 per share, in comparison to the current conversion amount of $10.23 per share (not taking into account the pending redemptions).
Set forth below are the final voting results for each of the proposals:
Charter Amendment
The Charter Amendment was approved. The voting results of the shares of the Company’s common stock were as follows:
| For | Against | |
| 4,964,188 | 373,700 |
Director Election Proposal
The Director Election Proposal was approved. The voting results of the shares of the Company’s common stock were as follows for each of the six nominees:
| For | Against | Abstentions | ||
| 5,046,736 | --- | 291,152 |
Auditor Proposal
The Auditor Proposal was approved. The voting results of the shares of the Company’s common stock were as follows:
| For | Against | Abstentions | ||
| 5,127,888 | --- | 210,000 |
Item 8.01. Other Events.
On February 15, 2017, the Company issued a press release announcing approval of the Extension. A copy of the press release is attached to this report as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 |
Amendment No. 1, dated February 10, 2017, to the Amended and Restated Certificate of Incorporation of Barington/Hilco Acquisition Corp. | |
| 99.1 | Press release, dated February 15, 2017. |
SIGNATURES
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: February 15, 2017
BARINGTON/HILCO ACQUISITION CORP.
| By | /s/ Jared L. Landaw Name: Jared L. Landaw |
| Title: Secretary |
EXHIBIT INDEX
| Exhibit Number | Description |
| 3.1 | Amendment No. 1, dated February 10, 2017, to the Amended and Restated Certificate of Incorporation of Barington/Hilco Acquisition Corp. |
| 99.1 | Press release dated February 15, 2017. |
Exhibit 3.1
AMENDMENT NO. 1
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
BARINGTON/HILCO ACQUISITION CORP.
February 10, 2017
Barington/Hilco Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:
1. The name of the Corporation is “Barington/Hilco Acquisition Corp.”. The original certificate of incorporation was filed with the Secretary of State of the State of Delaware on July 24, 2014 (the “Original Certificate”). The Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate”) was filed with the Secretary of State of the State of Delaware on February 5, 2015.
2. This Amendment to the Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate.
3. This Amendment to the Amended and Restated Certificate of Incorporation was duly adopted by the Board of Directors of the Corporation and the stockholders of the Corporation in accordance with Section 242 of the General Corporation Law of the State of Delaware.
4. The text of Paragraph (C) of Section 6 is hereby amended and restated to read in full as follows:
(C) In the event that (i) a Business Combination is approved in accordance with the above paragraph (B) and is consummated by the Corporation or (ii) an amendment to the below paragraph (E) is approved by a stockholder vote, any holder of a share of Common Stock sold in the IPO (“Public Shares”) who voted on the proposal to approve such Business Combination or amendment, may, contemporaneously with such vote, demand that the Corporation convert his Public Shares into cash. If so demanded, the Corporation shall, promptly after the consummation of the Business Combination or the amendment, convert such shares into cash at a per share price equal to the quotient determined by dividing (i) the amount then held in the Trust Fund (as defined below) less any income taxes owed on such funds but not yet paid, calculated as of two business days prior to the consummation of the Business Combination or amendment, by (ii) the total number of Public Shares then outstanding (such price being referred to as the “Conversion Price”). Notwithstanding the foregoing, a holder of Public Shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) (a “Group”), will be restricted from demanding conversion with respect to 15.0% or more of the Public Shares Accordingly, all Public Shares beneficially owned by such holder or any other person with whom such holder is acting in concert or as a Group with in excess of 15.0% or more of the Public Shares will remain outstanding following the consummation of such Business Combination or amendment and will not be converted. “Trust Fund” shall mean the trust account established by the Corporation at the consummation of the IPO and into which a certain amount of the net proceeds of the IPO is deposited.
5. The text of Paragraph (E) of Section 6 is hereby amended and restated to read in full as follows:
(E) In the event that the Corporation does not consummate a Business Combination by August 11, 2017 (such date being referred to as the “Termination Date”), the Corporation shall (i) cease all operations except for the purposes of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter redeem 100% of the Public Shares for cash for redemption price per share as described below (which redemption will completely extinguish such holders’ rights as stockholders, including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Corporation’s then stockholders and subject to the requirements of the GCL, including the adoption of a resolution by the Board pursuant to Section 275(a) of the GCL finding the dissolution of the Corporation advisable and the provision of such notices as are required by said Section 275(a) of the GCL, dissolve and liquidate the balance of the Corporation’s net assets to its remaining stockholders, as part of the Corporation’s plan of dissolution and liquidation, subject (in the case of (ii) and (iii) above) to the Corporation’s obligations under the GCL to provide for claims of creditors and other requirements of applicable law. In such event, the per-share redemption price shall be equal to a pro rata share of the Trust Account plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Corporation for its working capital requirements or necessary to pay its taxes.
IN WITNESS WHEREOF, Barington/Hilco Acquisition Corp. has caused this Amendment to the Amended and Restated Certificate to be duly executed in its name and on its behalf by an authorized officer as of the date first set above.
| BARINGTON/HILCO ACQUISITION CORP. | ||
| By: | /s/ Jared L. Landaw | |
| Name: Jared L. Landaw | ||
| Title: Secretary | ||
Exhibit 99.1
FOR IMMEDIATE RELEASE
February 15, 2017
BARINGTON/HILCO ACQUISITION CORP. STOCKHOLDERS APPROVE
EXTENSION OF DATE TO CONSUMMATE BUSINESS COMBINATION
NEW YORK, NY, February 15, 2017 – Barington/Hilco Acquisition Corp. (NASDAQ: BHAC), a blank check acquisition company (the “Company”), announced today that stockholders have approved an extension of the date by which it must complete a business combination (the “Extension”). The Extension allows the Company until August 11, 2017 to complete a business combination.
Following redemptions associated with the Extension, a total of approximately $35 million will remain in the Company’s trust account. In connection with the Extension, the Company's sponsors agreed to contribute to the Company as a loan $0.025 for each public share that was not converted in connection with the stockholder vote to approve the Extension, for each 30-day period, or portion thereof, that is needed by the Company to complete a business combination. This will increase the pro rata portion of the funds available in the trust account in the event of the consummation of a business combination or a liquidation from approximately $10.23 per share to approximately $10.38 per share, assuming the Company takes the full time through August 11, 2017 to complete a business combination. The Company has deposited $84,546.73 into the trust account to fund the 30-day period through March 11, 2017.
About Barington/Hilco Acquisition Corp.
Barington/Hilco Acquisition Corp. is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the "safe harbor" provisions of the 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 include statements concerning the potential business combination. These statements are based on the Company’s management’s current expectations and beliefs, as well as a number of assumptions concerning future events.
Such forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside of the Company’s control that could cause actual results to differ materially from the results discussed in the forward-looking statements. Additional factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements can be found in the Company’s most recent annual report on Form 10-K and subsequently filed quarterly reports on Form 10-Q and current reports on Form 8-K, which are available, free of charge, at the SEC’s website at www.sec.gov.
Contact:
Jared L. Landaw
Barington/Hilco Acquisition Corp.
(212) 974-5713