Current Report Filing (8-k)

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

April 27, 2015

Date of Report (Date of earliest event reported)

BALLANTYNE STRONG, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-13906	47-0587703
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation or organization)	File No.)	Identification Number)

13710 FNB Parkway, Suite 400
Omaha, Nebraska		68154
(Address of principal executive offices)		(Zip Code)

(402) 453-4444

(Registrant’s telephone number including area code)

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 (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))

Item 1.01 Entry into a Material Definitive Agreement.

On April 27, 2015, Ballantyne Strong, Inc. (the “Company”) executed an amendment (the “Amendment”) to the Rights Agreement between the Company and Computershare Inc., dated as of November 5, 2014 (the “Rights Agreement”). Pursuant to the Amendment, the Final Expiration Date (as defined in the Rights Agreement) was advanced from November 5, 2015 to April 27, 2015. As a result of the Amendment, effective as of the close of business on April 27, 2015, the Rights (as defined in the Rights Agreement) expired and are no longer outstanding, and the Rights Agreement has terminated by its terms.

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

Item 1.02 Termination of a Material Definitive Agreement.

The information set forth under Item 1.01 is incorporated herein by reference. A copy of the Rights Agreement and a summary of its material terms were filed with the Securities and Exchange Commission on Form 8-A on November 12, 2014 and are incorporated herein by reference.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth under Item 1.01 is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the adoption of the Rights Agreement, on November 5, 2014, the Company filed a Certificate of Designations of Series A Junior Participating Preferred Stock with the Secretary of State of the State of Delaware, setting forth the rights, powers and preferences of the Series A Junior Participating Preferred Stock issuable upon exercise of the Rights (the “Preferred Shares”).

On May 1, 2015, following the expiration of the Rights and the termination of the Rights Agreement, the Company filed a Certificate of Elimination (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware eliminating the Preferred Shares and returning them to authorized but undesignated shares of the Company’s preferred stock.

The foregoing is a summary of the terms of the Certificate of Elimination. The summary does not purport to be complete and is qualified in its entirety by reference to the Certificate of Elimination, a copy of which is attached as Exhibit 3.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.	Description
3.1	Certificate of Elimination of Series A Junior Participating Preferred Stock of Ballantyne Strong, Inc.
4.1	Amendment No. 1 to Rights Agreement, dated and effective as of April 27, 2015, between Ballantyne Strong, Inc. and Computershare Inc., as Rights Agent.

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.

	BALLANTYNE STRONG, INC.


Date: May 1, 2015	By:	/s/ David G. Anderson
		David G. Anderson
		Sr. Vice President, General Counsel and Secretary

INDEX TO EXHIBITS

Exhibit No.	Description
3.1	Certificate of Elimination of Series A Junior Participating Preferred Stock of Ballantyne Strong, Inc.
4.1	Amendment No. 1 to Rights Agreement, dated and effective as of April 27, 2015, between Ballantyne Strong, Inc. and Computershare Inc., as Rights Agent.

Exhibit 3.1

CERTIFICATE OF ELIMINATION

SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

BALLANTYNE STRONG, INC.

Ballantyne Strong, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), in accordance with the provisions of Section 151(g) of the Delaware General Corporation Law (the “DGCL”), hereby certifies as follows:

FIRST: Pursuant to Section 151 of the DGCL and authority granted in the Certificate of Incorporation, as amended, of the Corporation (the “Certificate of Incorporation”), the Board of Directors of the Corporation (the “Board”) previously designated 250,000 shares of preferred stock as Series A Junior Participating Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), and established the powers, preferences and rights of the shares of such series, and the qualifications, limitations or restrictions thereof as set forth in the Certificate of Designations of Series A Junior Participating Preferred Stock of Ballantyne Strong, Inc. (the “Series A Certificate of Designation”), with respect to such Series A Preferred Stock, which Series A Certificate of Designation was filed in the Office of the Secretary of State of the State of Delaware and is in full force and effect on the date hereof. None of the authorized shares of Series A Preferred Stock are outstanding and none will be issued.

SECOND: The Series A Certificate of Designation was filed with the Office of the Secretary of State of the State of Delaware in connection with the Rights Agreement, dated as of November 5, 2014, as amended April 27, 2015, between the Corporation and Computershare Inc., as Rights Agent (the “Rights Agreement”).

THIRD: Pursuant to the authority conferred on the Board by the Certificate of Incorporation and in accordance with the provisions of Section 151 of the DGCL, the Board, on April 29, 2015, duly adopted the following resolutions authorizing the elimination of said Series A Preferred Stock:

RESOLVED, that pursuant to the authority conferred on the Board by the provisions of Section 151 of the DGCL, the Board hereby eliminates the Series A Junior Participating Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), none of which is currently outstanding and none of which will be issued, and the shares that were designated as Series A Preferred Stock hereby are returned to the status of authorized but unissued shares of the preferred stock of the Corporation, without designation as to series; and

FURTHER RESOLVED, that the appropriate officers of the Corporation, or any one or more of them, hereby are authorized, in the name and on behalf of the Corporation, pursuant to Section 151(g) of the DGCL, to execute and file a Certificate of Elimination of the Series A Junior Preferred Stock with the Secretary of State of the State of Delaware, which shall have the effect when filed with the Secretary of State of the State of Delaware of eliminating from Certificate of Incorporation, as amended, of the Corporation all matters set forth in the Certificate of Designations of Series A Junior Participating Preferred Stock with respect to such Series A Preferred Stock.

FOURTH: The Rights Agreement expired by its terms on April 27, 2015.

FIFTH: That in accordance with the provisions of Section 151 of the DGCL, the Certificate of Incorporation is hereby amended to eliminate all references to the Series A Preferred Stock, and the shares that were designated to such series hereby are returned to the status of authorized but unissued shares of the preferred stock of the Corporation, without designation as to series.

IN WITNESS WHEREOF, the Company has caused this Certificate of Elimination to be signed by its duly authorized officer on this 1st day of May, 2015.

		BALLANTYNE STRONG, INC.



		By:	/s/ David G. Anderson
			Name: David G. Anderson
			Title: Sr. Vice President, General Counsel and Secretary

Exhibit 4.1

AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT

THIS AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT, dated and effective as of April 27, 2015 ("Amendment No. 1"), is made between Ballantyne Strong, Inc., a Delaware corporation (the "Company"), and Computershare Inc., as Rights Agent (the "Rights Agent").

RECITALS

WHEREAS, on November 5, 2014, the Company and the Rights Agent entered into a Rights Agreement (the "Rights Agreement") to provide certain Rights (as defined in the Rights Agreement) to holders of Common Stock (as defined in the Rights Agreement);

WHEREAS, the Company entered into a Settlement Agreement, dated as of April 21, 2015, with Fundamental Global Investors, LLC and certain of its affiliates to settle a proxy contest for the election of directors at the Company's 2015 Annual Meeting of Stockholders, which agreement, among other things, obligates the Company to amend the Rights Agreement to expire within five business days of April 21, 2015, without paying any consideration to the holders of rights under the Rights Agreement;

WHEREAS, Section 7.1 of the Rights Agreement currently provides that the Final Expiration Date of the Rights Agreement is November 5, 2015; and

WHEREAS, pursuant to Section 26 of the Rights Agreement, the Company and the Rights Agent may from time to time supplement or amend the Rights Agreement, and the amendment set forth below is in accordance with the provisions thereof.

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:

1. Section 7.1 of the Rights Agreement is hereby amended and restated in its entirety as follows:

Exercise of Rights. Subject to Section 11.1.2 and except as otherwise provided herein, the registered holder of any Right Certificate may exercise the Rights evidenced thereby in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification on the reverse side thereof duly executed, to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price for the total number of one one-hundredths of a Preferred Share (or other securities, cash or other assets) as to which the Rights are exercised, at or prior to the time (the "Expiration Date") that is the earliest of (i) the close of business on April 27, 2015 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 (the "Redemption Date"), (iii) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section 13.3 at which time the Rights are deemed terminated, or (iv) the time at which the Rights are exchanged as provided in Section 27.

2. Except as set forth in this Amendment No. 1, the Rights Agreement shall not otherwise be amended and shall continue in full force and effect in accordance with its terms.

3. This Amendment No. 1 may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. A signature to this Amendment No. 1 executed and/or transmitted electronically shall have the same authority, effect, and enforceability as an original signature.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to the Rights Agreement to be duly executed as of the day and year first above written.

		BALLANTYNE STRONG, INC.



		By:	/s/ Gary L. Cavey
			Name: Gary L. Cavey
			Title: President and Chief Executive Officer


		COMPUTERSHARE INC.



		By:	/s/ Dennis V. Moccia
			Name: Dennis V. Moccia
			Title: Manager, Contract Administration