Current Report Filing (8-k)
October 02 2018 - 8:44AM
Edgar (US Regulatory)
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): October 2, 2018
HENNESSY
CAPITAL ACQUISITION CORP. III
(Exact
name of registrant as specified in its charter)
Delaware
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001-38119
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81-4838205
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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3485
N. Pines Way, Suite 110
Wilson,
Wyoming
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83014
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(307) 734-7879
Not
Applicable
(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:
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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.
Attached
as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference is the investor presentation
dated October 2018 that will be used by Hennessy Capital Acquisition Corp. III (the “Company”) in making presentations
to certain existing and potential stockholders of the Company with respect to its proposed acquisition of all of the issued and
outstanding membership interests of NRC Group Holdings, LLC, a Delaware limited liability company (together with its subsidiaries,
“NRC Group” and such acquisition, the “Business Combination”), pursuant to that certain Purchase Agreement
(the “Purchase Agreement”), dated as of June 25, 2018 and amended as of July 12, 2018, by and between the Company
and JFL-NRC-SES Partners, LLC, a Delaware limited liability company (“Seller”).
The
foregoing Exhibit 99.1 is being furnished pursuant to Item 7.01 and shall not be deemed to be filed for purposes of Section 18
of the Exchange Act or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference
in any filing under the Securities Act or the Exchange Act.
Item
8.01 Other Events.
On
October 2, 2018, the Company announced that investment affiliates of J.F. Lehman & Company, LLC (“JFLCo”) have
committed to a $50 million preferred and common equity investment in the Company pursuant to the terms of the previously disclosed
Subscription Agreement, dated as of June 25, 2018, between the Company and JFLCo. Attached as Exhibit 99.2 to this Current Report
on Form 8-K and incorporated by reference into this Item 8.01 is a copy of the press release issued October 2, 2018 announcing
JFLCo’s intent to fund a $50 million preferred and common equity investment in the Company substantially concurrent with
the closing of the Business Combination.
Additional
Information About the Proposed Business Combination and Where to Find it
The
proposed Business Combination will be submitted to stockholders of the Company for their consideration. The Company has filed
with the Securities and Exchange Commission (the “SEC”) a definitive proxy statement on October 1, 2018 in connection
with the Business Combination and related matters and will mail a definitive proxy statement and other relevant documents to its
stockholders as of the October 1, 2018 record date established for voting on the proposed transaction.
The Company’s
stockholders and other interested persons are advised to read the definitive proxy statement filed with the SEC on October 1,
2018, in connection with the Company’s solicitation of proxies for its special meeting of stockholders to be held to approve,
among other things, the Business Combination because this document will contain important information about the Company, NRC Group
and the Business Combination
. Stockholders may also obtain a copy of the definitive proxy statement as well as other documents
filed with the SEC regarding the Business Combination and other documents filed with the SEC by the Company, without charge, at
the SEC’s website located at
www.sec.gov
or by directing a request to Nicholas A. Petruska, Executive Vice
President and Chief Financial Officer, 3485 North Pines Way, Suite 110, Wilson, Wyoming 83014 or by telephone at (312) 803-0372.
Participants
in the Solicitation
The
Company, Seller, JFLCo, NRC Group, and certain of their respective directors, executive officers and other members of
management and employees may, under SEC rules, be deemed to be participants in the solicitations of proxies from the
Company’s stockholders in connection with the Business Combination. Information regarding the persons who may, under
SEC rules, be deemed participants in the solicitation of the Company’s stockholders in connection with the Business
Combination is set forth in the Company’s definitive proxy statement dated October 1, 2018 on file with the SEC. You
can find more information about the Company’s directors and executive officers in the Company’s Annual Report on
Form 10-K for the year ended December 31, 2017, filed with the SEC on April 2, 2018. Additional information regarding the
participants in the proxy solicitation and a description of their direct and indirect interests is included in the
Company’s definitive proxy statement, which can be obtained free of charge from the sources indicated
above.
No
Offer or Solicitation
This
Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Item
9.01 Financial Statements and Exhibits.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated:
October 2, 2018
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HENNESSY
CAPITAL ACQUISITION CORP. III
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By:
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/s/
Daniel J. Hennessy
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Name:
Daniel J. Hennessy
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Title:
Chief Executive Officer
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