8-K 1 a10282019nsco8-kitems202701.htm CURRENT REPORT ON FORM 8-K Document


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): October 29, 2019
NESCO HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)  
  
 
 
 
 
 
Delaware
 
001-38186
 
84-2531628
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification Number)
 
 
 
6714 Pointe Inverness Way, Suite 220
Fort Wayne, Indiana
 
46804
(Address of principal executive offices)
 
(Zip code)
(800) 252-0043
(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:
 
 
☐
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 (17CFR 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)) 




Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
 
Trading Symbol(s)
 
Name of Exchange on Which Registered
Common Stock, $0.0001 par value
 
NSCO
 
New York Stock Exchange
Redeemable warrants, exercisable for Common Stock, $0.0001 par value
 
NSCO WS
 
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐





Item 2.02.
Results of Operations and Financial Condition.
On October 29, 2019, Nesco Holdings, Inc. issued a press release announcing that it will host a conference call at 8:30 A.M. ET on Tuesday, November 12, 2019, to discuss its third quarter 2019 results. A copy of the press release announcing the conference call is attached hereto as Exhibit 99.1 and is incorporated herein by reference. 

Item 7.01.
Regulation FD Disclosure.
On October 29, 2019, Nesco Holdings, Inc. issued a press release announcing that members of its senior management will present at the J.P. Morgan Ultimate Services Investor Conference on November 13, 2019. Such presentations may include a discussion of the Company’s business, financial performance, and forward-looking information. A copy of the press release announcing the conference call is attached hereto as Exhibit 99.2 and is incorporated herein by reference. 

The information in Items 2.02 and 7.01 of this Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing. 

Item 9.01.
Financial Statements and Exhibits.
(d)    Exhibits.





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.

 
Date:
October 29, 2019
Nesco Holdings, Inc.
 
 
 
 
 
/s/ Bruce Heinemann
 
 
Bruce Heinemann
Chief Financial Officer and Secretary