Item 5.07 Submission of Matters to a Vote of Security Holders.
On
As of the close of business on
The Company's stockholders approved the adjournment proposal by the votes set forth below:
For Against Abstain Broker Non-Votes 21,103,277 1,366,001 449 0
Item 7.01 Regulation FD Disclosure.
Furnished as Exhibit 99.1 hereto is a press release, dated
The special meeting is being held to vote on the proposals described in
Boxwood's definitive proxy statement, filed with the
The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to liabilities under that section, and shall not be deemed to be incorporated by reference into any filings of the Company under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K (the "Current Report") shall not be deemed an admission as to the materiality of any information in this Item 7.01, including Exhibit 99.1.
Item 8.01 Other Events.
In connection with the approval by the Company's shareholders to adjourn the
special meeting, the Company adjourned, without conducting any business, the
special meeting until
No Offer or Solicitation
This Current Report is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed business combination and other transactions described herein or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Important Information About the Business Combination and Where to Find It
In connection with the business combination, on
1
Participants in the Solicitation
Boxwood and Atlas and their respective directors and executive officers may be
deemed participants in the solicitation of proxies of Boxwood stockholders in
connection with the business combination. Information about such persons,
including their names and a description of their interests in Boxwood, Atlas and
the business combination, as applicable, are set forth in the definitive proxy
statement for the business combination. The definitive proxy statement is
available free of charge at the
Forward-Looking Statements
This Current Report includes certain statements that may constitute
"forward-looking statements" for purposes of the federal securities laws.
Forward-looking statements include, but are not limited to, statements that
refer to projections, forecasts or other characterizations of future events or
circumstances, including any underlying assumptions. The words "anticipate,"
"believe," "continue," "could," "estimate," "expect," "intends," "may," "might,"
"plan," "possible," "potential," "predict," "project," "should," "would" and
similar expressions may identify forward-looking statements, but the absence of
these words does not mean that a statement is not forward-looking.
Forward-looking statements may include, for example, statements about the
parties' ability to effect the business combination and related financing
transactions and the benefits of the business combination. These forward-looking
statements are based on information available as of the date of this Current
Report, and current expectations, forecasts and assumptions, and involve a
number of judgments, risks and uncertainties. Accordingly, forward-looking
statements should not be relied upon as representing the parties' views as of
any subsequent date, and Boxwood and Atlas do not undertake any obligation to
update forward-looking statements to reflect events or circumstances after the
date they were made, whether as a result of new information, future events or
otherwise, except as may be required under applicable securities laws. You
should not place undue reliance on these forward-looking statements. As a result
of a number of known and unknown risks and uncertainties, actual results or
performance may be materially different from those expressed or implied by these
forward-looking statements. Some factors that could cause actual results to
differ include, but are not limited to: (1) the occurrence of any event, change
or other circumstances that could give rise to the termination of the unit
purchase agreement entered into in connection with the business combination (the
"transaction agreement"); (2) the outcome of any legal proceedings that may be
instituted against Boxwood or Atlas relating to the proposed business
combination and related transactions or the definitive proxy statement; (3) the
inability to complete the transactions contemplated by the transaction agreement
due to the failure to obtain approval of the stockholders of Boxwood or satisfy
other conditions to the closing of the business combination and the inability to
complete the transactions contemplated by the agreement between
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 99.1 Press Release Issued byBoxwood Merger Corp. , datedFebruary 6, 2020 . 2
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