8-K 1 stly20191204_8k.htm FORM 8-K stly20191204_8k.htm

 

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): December 5, 2019 

 


HG Holdings, Inc.

(Exact name of registrant as specified in its charter)

 


 

 

Delaware 

No. 0-14938

 54-1272589

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

2115 E. 7th Street, Suite 101

Charlotte, North Carolina

 

28204

(Address of principal executive offices)

(Zip Code)

 

Registrant’s telephone number, including area code: (252) 355-4610

 

                         Not Applicable                           

(Former name or 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 (see General Instruction A.2. below):

 

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))

 

 

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

 

Title of each class Trading Symbol(s)

Name of each exchange on which

registered

None N/A N/A

 

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 1.01. Entry into a Material Definitive Agreement.

 

On December 5, 2019, HG Holdings, Inc. (the “Company”) and Continental Stock Transfer & Trust Company, as rights agent (the “Rights Agent”) entered into Amendment No. 2 (the “Amendment”) to the Rights Agreement, dated as of December 5, 2016 as previously amended (the “Rights Agreement”), between the Company and the Rights Agent to extend the term of the Rights Agreement which was scheduled to expire at the close of business on December 5, 2019. The Amendment 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 the Amendment or (ii) the close of business on December 5, 2022.

 

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 4.1 to this report, and is incorporated herein by reference.

 

Item 3.03             Material Modification to Rights of Security Holdings

 

The information provided in Item 1.01 above with respect to the Amendment is incorporated herein by reference.

 

Item 9.01.            Financial Statements and Exhibits.

 

(d) Exhibits
   

4.1

Amendment No. 2, dated as of December 5, 2019, to the Rights Agreement, dated as of December 5, 2016, between HG Holdings, Inc. and Continental Stock Transfer & Trust Company, as Rights Agent.*

 

__________

*

Filed herewith

 

 

 

 

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.

 

 

 

HG HOLDINGS, INC.

 

 

 

 

 

 

 

 

 

Date: December 5, 2019 

By:

 /s/ Bradley G. Garner

 

 

 

Bradley G. Garner

 

 

 

Principal Financial and Accounting Officer