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): January 4, 2018 (December 28, 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, 6th 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:
| ☐ | 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 5.07 Submission of Matters to a Vote of Security Holders
On December 28, 2017, Barington/Hilco Acquisition Corp. (the “Company” or “BHAC”) held a special meeting of stockholders (the “Meeting”). At the Meeting, the stockholders approved 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 twenty six (26) weeks, from December 31, 2017 to June 30, 2018 (the “Extended Termination Date”). The affirmative vote of a majority of the outstanding shares of the Company’s common stock was required to approve the Charter Amendment.
The number of shares of common stock presented for redemption in connection with the Charter Amendment was 537,804. In the proxy statement for the Meeting, it was announced that $0.04 would be deposited into the Company’s trust account 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 December 31, 2017 until the Extended Termination Date (the “Contribution”). Furthermore, the Company has agreed to prepay the Contributions for the three-month period from December 31, 2017 (the date by which BHAC is currently required to complete its initial business combination) until March 31, 2018. For the first three-month period, the Contribution has been deposited in the trust account established in connection with BHAC’s initial public offering, and for each monthly period thereafter, the Contribution will be made at the beginning of each 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 $10.71 per share, in comparison to the current conversion amount of $10.48 per share.
Set forth below are the final voting results for the Charter Amendment proposal:
Charter Amendment
The Charter Amendment was approved. A copy of the Charter Amendment filed with the Secretary of State of the State of Delaware is attached to this report as Exhibit 3.1. Set forth below are the final voting results for the Charter Amendment proposal:
| For | Against | Abstain | |
| 2,480,740 | 0 | 630 |
| Item 8.01. | Other Events. |
On January 4, 2018, 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. 3, dated December 31, 2017, to the Amended and Restated Certificate of Incorporation of Barington/Hilco Acquisition Corp. | |
| 99.1 | Press release, dated January 4, 2018. |
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: January 4, 2018
BARINGTON/HILCO ACQUISITION CORP.
| By | /s/ Jared L. Landaw | |
| Name: Jared L. Landaw | ||
| Title: Authorized Signatory |
EXHIBIT INDEX
| Exhibit Number | Description |
| 3.1 | Amendment No. 3, dated December 31, 2017, to the Amended and Restated Certificate of Incorporation of Barington/Hilco Acquisition Corp. |
| 99.1 | Press release, dated January 4, 2018. |
Exhibit 3.1
AMENDMENT NO. 3
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
BARINGTON/HILCO ACQUISITION CORP.
December 31, 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 January 30, 2015. Amendment No. 1 to the Amended and Restated Certificate of Incorporation was filed with the Secretary of the State of Delaware on February 10, 2017. Amendment No. 2 to the Amended and Restated Certificate of Incorporation was filed with the Secretary of State of Delaware on August 11, 2017.
2. This Third Amendment to the Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate.
3. This Third Amendment to the Second 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 (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 June 30, 2018 (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 Third 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 | ||
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Exhibit 99.1
FOR IMMEDIATE RELEASE
January 4, 2018
BARINGTON/HILCO ACQUISITION CORP. STOCKHOLDERS APPROVE
EXTENSION OF DATE TO CONSUMMATE BUSINESS COMBINATION
NEW YORK, NY, January 4, 2018 – Barington/Hilco Acquisition Corp. (NASDAQ: BHAC), a special purpose acquisition corporation (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 June 30, 2018 to complete a business combination.
Following redemptions associated with the Extension, a total of approximately $9.2 million remains in the Company’s trust account. In connection with the Extension, the Company agreed to contribute to the trust account $0.04 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 until June 30, 2018 (the “Contribution”). 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 $10.48 per share to approximately $10.71 per share, assuming the Company takes the full time through June 30, 2018 to complete a business combination. The Company has funded the Contribution in the amount of $105,356.28 in the trust account for the three-month period from December 31, 2017 until March 31, 2018.
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:
Jennifer Calabrese
(516) 993-6008