Current Report Filing (8-k)
September 18 2017 - 5:31PM
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):
September 15, 2017
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GLASSBRIDGE ENTERPRISES, INC.
(Exact name of registrant as specified in
its charter)
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Delaware
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001-14310
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41-1838504
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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1099 Helmo Ave. N., Suite 250, Oakdale,
Minnesota 55128
(Address of principal executive offices,
including zip code)
(651) 704-4000
(Registrant’s telephone number, including
area code)
N/A
(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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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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
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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.
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Item 1.01.
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Entry into a Material Definitive Agreement.
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GlassBridge Enterprises,
Inc. (the “Company” or “we”) entered into a Settlement Agreement (the “Settlement Agreement”),
dated as of September 15, 2017 (the “Effective Date”), with CMC Magnetics Corporation, on behalf itself and CMC Magnetics
Co., Ltd. and their respective subsidiaries and affiliates (collectively, “CMC”), resolving all claims relating to
the previously disclosed lawsuits (the “Lawsuits”) filed by CMC against the Company and its subsidiaries Imation Latin
America, Imation Corporation Japan (“ICJ”) and Imation Europe B.V. (“IEBV”) and certain co-defendants (the
“Co-Defendants”) that the Company has an obligation to defend and indemnify. In the Lawsuits, CMC
alleged that the Company and its subsidiaries were liable for payment of trade payables and related interest totaling approximately
$23 million. As of June 30, 2017, the Company recorded, but had not made payment, with respect to $21 million of such disputed
trade payables, all of which were recorded as current liabilities of discontinued operations on the Company’s consolidated
balance sheets.
The Settlement
Agreement provides that CMC will dismiss the Lawsuits with prejudice and release its claims
against the Company, its subsidiaries and the Co-Defendants, in each case, upon the delivery of the Initial Payment, the Note
and the Guarantee (each as defined below). Pursuant to the terms of the Settlement Agreement: (i) ICJ will cause the release
and payment to CMC of approximately an aggregate of $9.2 million in attached assets previously recorded on the
Company’s June 30, 2017 consolidated balance sheets as restricted cash within current assets of discontinued
operations; (ii) ICJ will make a $1.5 million cash payment (the “Initial Cash Payment”) to CMC by October 10,
2017; (iii) IEBV will cause the release and payment to CMC of approximately $825,000 in attached assets previously recorded
on the Company’s June 30, 2017 consolidated balance sheets as restricted cash within current assets of discontinued
operations; (iv) ICJ issued to CMC an unsecured promissory note (the “Note”) in the principal amount of $1.5
million, of which $500,000 is payable on or before January 10, 2018 and $1.0 million of which is payable on or before October
10, 2019, and with respect to which no interest shall accrue if principal payments are made when scheduled; (v) the Company
issued to CMC a Guarantee (the “Guarantee”) with respect to ICJ’s obligations arising under the Note and
the payment obligations described in clauses (i) through (iii) above. The dollar amounts described in clauses (i) and (iii)
above are approximate, reflect conversions from Japanese yen and Euros to U.S. dollars as of the Effective Date and are
subject to adjustment due to fluctuations in exchange rates and the potential accrual of interest.
The foregoing descriptions
of the Settlement Agreement, the Note and the Guarantee do not purport to be complete and are qualified in their entirety by reference
to the Settlement Agreement, the Note and the Guarantee, which are incorporated herein by reference. Copies of the Settlement Agreement,
the Note and the Guarantee are filed as Exhibits 10.1, 10.2 and 10.3 hereto, respectively.
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Item 2.03.
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
of a Registrant.
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The information provided
in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
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Item 9.01
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Financial Statements and Exhibits.
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The following documents
are attached as exhibits to this Current Report on Form 8-K.
Exhibit No.
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Description
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10.1
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Settlement Agreement, dated as of September 15, 2017, by and among the Company, CMC Magnetics Corporation, Imation Corporation Japan and Imation Europe B.V.
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10.2
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Promissory Note, dated September 15, 2017, issued by Imation Corporation Japan to CMC Magnetics Corporation.
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10.3
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Guarantee, dated as of September 15, 2017, made by the Company in favor of CMC Magnetics Corporation.
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EXHIBIT INDEX
Exhibit No.
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Description
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10.1
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Settlement Agreement, dated as of September 15, 2017, by and among the Company, CMC Magnetics Corporation, Imation Corporation Japan and Imation Europe B.V.
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10.2
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Promissory Note, dated September 15, 2017, issued by Imation Corporation Japan to CMC Magnetics Corporation.
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10.3
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Guarantee, dated as of September 15, 2017, made by the Company in favor of CMC Magnetics Corporation.
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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.
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GLASSBRIDGE ENTERPRISES, INC.
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Dated: September 18, 2017
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By:
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/s/ Danny Zheng
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Name:
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Danny Zheng
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Title:
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Interim Chief Executive Officer and
Chief Financial Officer
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