Item 1.01 Entry into a Material Definitive Agreement
The information set forth under the Introductory Note is incorporated by reference into this Item 1.01.
On
The Credit Agreement provides for
Pursuant to the Credit Agreement, the term loans require quarterly amortization
payments commencing on
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The Credit Agreement contains customary affirmative and negative covenants, including among others, covenants limiting the ability of Woodgrain and its subsidiaries to dispose of assets, permit a change in control, merge or consolidate, make acquisitions, incur indebtedness, grant liens, make investments, make certain restricted payments and enter into transactions with affiliates, in each case subject to certain exceptions. Additionally, the Credit Agreement contains financial covenants requiring quarterly compliance with a . . .
Item 1.02 Termination of Material Definitive Agreement
The information set forth under the Introductory Note and Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.
On
Item 2.01 Completion of Acquisition or Disposition of Assets
The information set forth under the Introductory Note is incorporated by reference into this Item 2.01.
The effective time of the Merger (the "Effective Time") occurred on
In addition, at the Effective Time, each restricted stock or restricted stock unit award granted by the Company in respect of shares of Common Stock (a "Restricted Stock Award") that was outstanding as of the Effective Time, whether or not vested, were immediately vested and cancelled by virtue of the Merger, in
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consideration for the right to receive a cash payment (without interest and less applicable withholding taxes) equal to the product of (i) the number of shares of Common Stock subject to such Restricted Stock Award as of the Effective Time and (ii) the Offer Price.
The foregoing description of the Offer, the Merger and the Merger Agreement does
not purport to be complete and is qualified in its entirety by the full text of
the Merger Agreement, a copy of which was included as Exhibit 2.1 to the Current
Report on Form 8-K filed by the Company with the
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
On
Additionally, the Company intends to file with the
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth under the Introductory Note and under Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
At the Effective Time, holders of shares of Common Stock immediately prior to such time ceased to have any rights as stockholders of the Company, other than their right to receive the Offer Price for each share of Common Stock held as of the Effective Time pursuant to the Merger Agreement.
Further, pursuant to the Second Amendment to the Rights Agreement dated
The description of the Rights Agreement Amendment set forth above does not
purport to be complete and is qualified in its entirety by reference to the
Rights Agreement Amendment, a copy of which is filed as Exhibit 4.1 to the
Company's Current Report on Form 8-K filed with the
Item 5.01. Changes in Control of Registrant.
The information set forth under the Introductory Note and under Items 2.01, 3.03, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
Following consummation of the Offer and the Merger, at the Effective Time,
Woodgrain became the sole stockholder of the
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth under the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
Directors
As of the Effective Time, in accordance with the Merger Agreement, each member
of the board of directors of the Company (the "Board") ceased to be a member of
the Board and all committees of the Board on which such directors served. The
members of the Board immediately prior to the Effective Time were
Immediately following the Effective Time, in accordance with the Merger
Agreement,
Officers
As of the Effective Time, in accordance with the Merger Agreement, the executive
officers of the Company immediately prior to the Merger remained in their
respective positions as the executive officers of the
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
Pursuant to the Merger Agreement, as of the Effective Time, the Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, was amended and restated in its entirety (as so amended and restated, the "Surviving Corporation Certificate of Incorporation"). The Surviving Corporation Certificate of Incorporation is included as Exhibit 3.1 and is incorporated herein by reference.
In addition, as of the Effective Time, in accordance with the Merger Agreement, the Amended and Restated Bylaws of the Company, as in effect immediately prior to the Effective Time, were amended and restated in their entirety (as so amended and restated, the "Surviving Corporation Bylaws"). The Surviving Corporation Bylaws are included as Exhibit 3.2 and are incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On
The forgoing information is being furnished pursuant to Item 7.01 of Form 8-K and will not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of such section.
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Item 8.01 Other Events.
The information set forth under the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 8.01.
The Company's 2022 annual meeting of stockholders was originally scheduled to be
held on
Item 9.01. Financial Statements and Exhibits
(d) Exhibits 2.1 Agreement and Plan of Merger datedMarch 20, 2022 , amongHuttig Building Products, Inc. ,Woodgrain Inc. andHBP Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed onMarch 21, 2022 ). 3.1 Amended and Restated Certificate of Incorporation ofHuttig Building Products, Inc. 3.2 Amended and Restated Bylaws ofHuttig Building Products, Inc. 4.1 Second Amendment, datedMarch 20, 2022 , to the Rights Agreement dated as ofMay 18, 2016 , as amendedMay 6, 2019 , by and betweenHuttig Building Products, Inc. andComputershare Trust Company, N.A. , as Rights Agent (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed onMarch 21, 2022 ). 99.1 Joint Press Release datedMay 3, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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