8-A12B/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A/A
(Amendment No. 1)

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

Pursuant to Section 12(b) or (g) of the

Securities Exchange Act of 1934

HG Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	54-1272589
(State of Incorporation or Organization)	(IRS Employer Identification Number)
2115 E. 7th Street, Suite 101 Charlotte, North Carolina	28204
(Address of Principal Executive Offices)	(Zip Code)

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box: ☐ 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box: ☒  

Securities Act registration statement file number to which this form relates: N/A

Securities to be registered pursuant to Section 12(b) of the Act:

None

(Title of Each Class)  

Securities to be registered pursuant to Section 12(g) of the Act:

Title of each class
to be so registered

Preferred Stock Purchase Rights

Explanatory Note

This Amendment No. 1 to Form 8-A amends and supplements the Form 8-A originally filed by Stanley Furniture Company, Inc., a Delaware corporation and now HG Holdings, Inc. (the “Company”) on December 6, 2016 (the “Form 8-A”). Unless otherwise indicated, each capitalized term used and not defined in the amendment has the meaning assigned to such term in the Form 8-A.

Item 1.                 Description of Registrant’s Securities to be Registered.

In connection with entering into an agreement with Hale Partnership Fund, LP and certain affiliates (the “Hale Group”) on January 30, 2017 (“Hale Agreement”), the Company and Continental Stock Transfer & Trust Company (the “Rights Agent”)  entered into Amendment No. 1, dated January 30, 2017 (“Amendment No. 1”), to the Rights Agreement, dated December 5, 2016 (the “Rights Agreement”).  Amendment No.1 amends the definition of Acquiring Person to exclude any member of the Hale Group provided that any purchased made by members of the Hale Group after December 5, 2016 are made in compliance with Section 1(h) of the Hale Agreement. The foregoing description of Amendment No. 1 does not purport to be complete and is qualified in its entirety by reference to Amendment No. 1, a copy of which is filed as Exhibit 4.2 to this Form 8-A, and is incorporated herein by reference.     

On December 5, 2019, the Company and the Rights Agent entered into Amendment No. 2 (the “Amendment No 2”) to the Rights Agreement to extend the term of the Rights Agreement which was scheduled to expire at the close of business on December 5, 2019.  Amendment No. 2 amends the definition of “Expiration Time” to provide that, unless otherwise expiring under the terms of the existing definition, the Rights Agreement will expire (i) at the close of business on the day after the Company’s 2020 annual meeting of stockholders unless the Company’s stockholders approve the amendment to the definition of “Expiration Time” in Amendment No. 2 or (ii) the close of business on December 5, 2022. The foregoing description of Amendment No. 2 does not purport to be complete and is qualified in its entirety by reference to Amendment No. 2, a copy of which is filed as Exhibit 4.3 to this Form 8-A, and is incorporated herein by reference.

Item 2.                 Exhibits.

Exhibit No.	Description
3.1	Certificate of Designation of Series A Participating Preferred Stock of the Company (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on December 6, 2016).
4.1	Rights Agreement, dated as of December 5, 2016, between the Company and Continental Stock Transfer & Trust Company, as Rights Agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on December 6, 2016).
4.2	Amendment No. 1, dated as of January 30, 2017, to the Rights Agreement, dated as of December 5, 2016, between the Company and Continental Stock Transfer & Trust Company, as Rights Agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on January 30, 2017).
4.3	Amendment No. 2, dated as of December 5, 2019, to the Rights Agreement, dated as of December 5, 2016, between the Company and Continental Stock Transfer & Trust Company, as Rights Agent.*

____________________

*Filed Herewith 

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

	HG HOLDINGS, INC.
Date: December 5, 2019	By:	/s/       Bradley G. Garner
		Name: Bradley G. Garner Title: Principal Financial and Accounting Officer

EX-4.3

Exhibit 4.3

AMENDMENT NO. 2

This Amendment No. 2, dated as of December 5, 2019 (“Amendment No. 2”), to the Rights Agreement, dated as of December 5, 2016 as previously amended (“Agreement”), between HG Holdings, Inc. (the “Company”), a Delaware corporation and formerly Stanley Furniture Company, Inc., and Continental Stock Transfer & Trust Company, as Rights Agent (the “Rights Agent”).

WHEREAS, the Company and the Rights Agent desire to amend the Agreement as set forth below.

NOW, THEREFORE, in consideration of the premises and the mutual respective agreements set forth herein, the parties agree as follows:

1.     Amendment of Section 1.1 of the Agreement. Section 1.1 of the Agreement is hereby amended to delete the definition of “Expiration Time” and replace it with the following:

“Expiration Time” shall mean the earliest of (i) the Exchange Time, (ii) the Redemption Time, (iii) the Close of Business on the day after the 2020 Annual Meeting if the amendment to the Agreement set forth in Amendment No. 2 are not approved by stockholders at the 2020 Annual Meeting, (iv) the Close of Business on the December 5, 2022, and (v) the time at which the Board of Directors determines, in its sole discretion that the NOLs are utilized in all material respects or no longer available in any material respect under Section 382 of the Code or any applicable state law or that an ownership change under Section 382 of the Code would not adversely impact in any material respect the time period in which the Company could use the NOLs, or materially impair the amount of the NOLs that could be used by the Company in any particular time period, for applicable tax purposes.

2.      No Other Amendments. Except to the extent amended hereby, all of the terms, provisions and conditions set forth in the Agreement are hereby ratified and confirmed and shall remain in full force and effect. The Agreement and this Amendment shall be read and construed together as a single agreement and the term “Agreement” shall henceforth be deemed a reference to the Agreement as amended by this Amendment.

3.     Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the principles of conflicts of laws thereof.

4.      Counterparts. This Amendment may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

[signature pages follow]

IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the duly authorized signatories of the parties as of the date first written above.

HG HOLDINGS, INC.

By:   /s/ Steven A. Hale II                           

Name: Steven A. Hale II

Title: Chairman and Chief Executive Officer

CONTINENTAL STOCK TRANSFER &

TRUST COMPANY

By:   /s/ Erika Young                                   

Name: Erika Young

Title: Vice President

2