Form 8-K

Lapolla Industries, Inc.

Date: November 30, 2017

/s/ Douglas Kramer

Douglas Kramer

President and Chief Executive Officer

0001193125-17-357212.txt : 20171130 0001193125-17-357212.hdr.sgml : 20171130 20171130153255 ACCESSION NUMBER: 0001193125-17-357212 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20171130 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20171130 DATE AS OF CHANGE: 20171130 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAPOLLA INDUSTRIES INC CENTRAL INDEX KEY: 0000875296 STANDARD INDUSTRIAL CLASSIFICATION: PAINTS, VARNISHES, LACQUERS, ENAMELS & ALLIED PRODUCTS [2851] IRS NUMBER: 133545304 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31354 FILM NUMBER: 171231198 BUSINESS ADDRESS: STREET 1: INTERCONTINENTAL BUSINESS PARK STREET 2: 15402 VANTAGE PARKWAY EAST, STE. 322 CITY: HOUSTON STATE: TX ZIP: 77032 BUSINESS PHONE: 281-219-4700 MAIL ADDRESS: STREET 1: INTERCONTINENTAL BUSINESS PARK STREET 2: 15402 VANTAGE PARKWAY EAST, STE. 322 CITY: HOUSTON STATE: TX ZIP: 77032 FORMER COMPANY: FORMER CONFORMED NAME: IFT CORP DATE OF NAME CHANGE: 20050103 FORMER COMPANY: FORMER CONFORMED NAME: URECOATS INDUSTRIES INC DATE OF NAME CHANGE: 19990217 FORMER COMPANY: FORMER CONFORMED NAME: NATURAL CHILD CARE INC DATE OF NAME CHANGE: 19931117 8-K 1 d401468d8k.htm FORM 8-K Form 8-K

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): November 30, 2017

Lapolla Industries, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-31354

13-3545304

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Intercontinental Business Park

15402 Vantage Parkway East, Suite 322

Houston, Texas 77032

77032

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (281) 219-4700

(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 (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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 7.01 Regulation FD Disclosure.

On November 30, 2017, Icynene U.S. Holding Corp. (“Icynene”) completed its previously announced acquisition of Lapolla Industries, Inc. (the “Company”).

The acquisition was consummated pursuant to an Agreement and Plan of Merger (“Merger Agreement”), dated October 4, 2017, by and among Icynene, the Company, and Blaze Merger Sub Inc., a wholly owned subsidiary of Icynene (“Merger Sub”). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation and the wholly owned subsidiary of Icynene (the “Merger”).

Pursuant to the Merger Agreement, at the effective time of the Merger, each of the Company’s issued and outstanding shares of common stock, par value $0.01 per share (other than any shares held by the Company as treasury shares or shares held by Icynene, Merger Sub, or any other wholly-owned affiliate of Icynene and those shares with respect to which appraisal rights under Delaware law are properly exercised and not withdrawn) was cancelled and extinguished and converted into the right to receive $1.03 in cash, without interest.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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