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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
January 8, 2024
Date of Report (date of earliest event reported)
Steel Connect, Inc.
(Exact name of registrant as specified in its
charter)
Delaware |
|
001-35319 |
|
04-2921333 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
590
Madison Avenue, 32nd
Floor New
York New York |
|
10022 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
(212) 520-2300
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)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common Stock, $0.01 par value |
|
STCN |
|
Nasdaq Capital Market |
Rights to Purchase Series D Junior Participating Preferred Stock |
|
-- |
|
Nasdaq Capital Market |
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 1.01 Entry into a Material Definitive Agreement.
Item 3.03
below is incorporated herein by reference.
Item 3.03 Material Modification to Rights of Security
Holders.
On January 8, 2024, Steel Connect, Inc. (the “Company”)
amended its Tax Benefits Preservation Plan, dated as of January 19, 2018, as amended on January 8, 2021 (the “Plan”),
by and between the Company and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company, LLC), as rights agent,
to extend the term of the Plan to January 8, 2027. The amended Plan may also expire earlier, immediately following the certification of
votes of the Company’s next annual meeting of stockholders (which shall be no later than January 8, 2025), unless the amended Plan
is then approved by the requisite vote of stockholders, or on such other date as described in the amended Plan.
The purpose
of the Plan, as amended, continues to be to protect stockholder value by preserving the Company’s ability to use its tax net operating
losses and certain other tax assets (“Tax Benefits”) to offset potential future taxable income and reduce federal income
tax liability. The Company’s ability to use its Tax Benefits may be significantly limited if it experiences an “ownership
change” as defined in Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). Under Section
382 of the Code, an “ownership change” occurs if one or more stockholders or groups of stockholders that is each deemed to
own at least 5% of a company’s stock increases its aggregate ownership by more than 50 percentage points over its lowest ownership
percentage within a rolling three-year period. Changes in both direct and indirect ownership are taken into account for purposes of Section
382. The Plan is intended to reduce the likelihood of an “ownership change” under Section 382 of the Code by deterring any
person or group from acquiring beneficial ownership of 4.99% or more of the Company’s outstanding common stock.
A summary
of the terms of the Plan can be found in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission
on January 19, 2018.
The Company expects to submit the extension of the
Plan to stockholders for approval at its 2023 Annual Meeting of Stockholders.
The foregoing
summary of the terms of the amendment to the Plan does not purport to be complete and is qualified in its entirety by the full text of
the Plan and the amendment, copies of which are filed as Exhibits 4.1 and 4.2 hereto, respectively, and are incorporated herein by reference.
Item 8.01 Other Events.
On January 8, 2024, the Company issued a press
release announcing amendment of the Plan. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and
is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number |
|
Description |
4.1 |
|
Tax Benefits Preservation Plan, dated as of January 19, 2018, by and between the Company and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company, LLC), as Rights Agent (incorporated by reference to Exhibit 4.1 to the Company’s current report on Form 8-K filed on January 19, 2018). |
4.2 |
|
Amendment to Tax Benefits Preservation Plan, dated as of January 8, 2024, by and between Company and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company, LLC), as Rights Agent. |
99.1 |
|
Press Release of Steel Connect, Inc. dated January 8, 2024. |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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.
|
STEEL CONNECT, INC. |
|
|
Date: January 8, 2024 |
|
|
|
|
|
|
|
|
By: |
/s/ Ryan O’Herrin |
|
|
Name: |
Ryan O’Herrin |
|
|
Title: |
Chief Financial Officer |
2
Exhibit 4.2
AMENDMENT TO TAX BENEFITS
PRESERVATION PLAN, dated as of January 8, 2024 (“Amendment”), by and between Steel Connect, Inc., a Delaware
corporation (the “Company”), and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company, LLC),
a Delaware corporation (the “Rights Agent”).
WHEREAS, the Company and the
Rights Agent are parties to that certain Tax Benefits Preservation Plan, dated as of January 19, 2018, as amended by that certain Amendment
to Tax Benefits Preservation Plan on January 8, 2021 (the “Plan” or “Agreement”), which expires
on January 8, 2024, unless the Rights (as defined therein) have been earlier redeemed or exchanged or the Board (as defined therein) has
determined that the Plan is no longer necessary or desirable for the preservation of Tax Benefits (as defined therein);
WHEREAS, the Company has delivered
to the Rights Agent a certificate from an appropriate officer of the Company stating that this Amendment complies with Section 27 of the
Plan; and
WHEREAS, the Company and the
Rights Agent desire to amend the Plan to extend the term thereof as further described herein.
NOW, THEREFORE, the parties
hereto hereby agree as follows:
| 1. | Section 1(y) of the Plan shall be amended and restated in its entirety as follows: |
“‘Final Expiration Date’
shall mean (i) 11:59 p.m., New York City time, on the date that the votes of the stockholders of the Company, with respect to the Company’s
next annual meeting of stockholders are certified (which date and time shall be in no event later than 11:59 P.M., New York City time,
on January 8, 2025), unless the continuation of the Agreement is approved by the affirmative vote of the majority of shares of Common
Stock present in person or represented by proxy and actually voted at such meeting of stockholders (or any adjournment or postponement
thereof) duly held in accordance with the Company’s Fourth Amended and Restated Bylaws and applicable law (in which case clause
(ii) will govern); or (ii) 11:59 p.m., New York City time, on January 8, 2027.”
| 2. | The first sentence of the first full paragraph of the Form of Rights Certificate, which is attached as
Exhibit B to the Plan, shall be amended and restated in its entirety as follows: |
“NOT EXERCISABLE AFTER THE EARLIER
OF (I) 11:59 P.M., NEW YORK CITY TIME, ON THE DATE THAT THE VOTES OF THE STOCKHOLDERS OF THE COMPANY, WITH RESPECT TO THE COMPANY’S
NEXT ANNUAL MEETING OF STOCKHOLDERS ARE CERTIFIED (WHICH DATE AND TIME SHALL BE IN NO EVENT LATER THAN 11:59 P.M., NEW YORK CITY TIME,
ON JANUARY 8, 2025), UNLESS THE CONTINUATION OF THE AGREEMENT IS APPROVED BY THE AFFIRMATIVE VOTE OF THE MAJORITY OF SHARES OF COMMON
STOCK PRESENT IN PERSON OR REPRESENTED BY PROXY AND ACTUALLY VOTED AT SUCH MEETING OF STOCKHOLDERS (OR ANY ADJOURNMENT OR POSTPONEMENT
THEREOF) DULY HELD IN ACCORDANCE WITH THE COMPANY’S FOURTH AMENDED AND RESTATED BYLAWS AND APPLICABLE LAW (IN WHICH CASE CLAUSE
(II) WILL GOVERN); (II) 11:59 P.M., NEW YORK CITY TIME, ON JANUARY 8, 2027; AND (III) SUCH TIME AS THE RIGHTS ARE EARLIER REDEEMED, EXCHANGED
OR TERMINATED OR SUCH OTHER EARLIER EXPIRATION DATE (AS DEFINED IN THE TAX BENEFITS PRESERVATION PLAN).”
| 3. | The first sentence of the second full paragraph of the Form of Rights Certificate, which is attached as
Exhibit B to the Plan, shall be amended and restated in its entirety as follows: |
“This certifies that ______________________,
or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject
to the terms, provisions and conditions of the Tax Benefits Preservation Plan, dated as of January 19, 2018, between Steel Connect, Inc.,
a Delaware corporation (the “Company”) and Equiniti Trust Company, LLC, a New York limited liability trust company,
as Rights Agent (the “Rights Agent”), as amended as of January 8, 2021, as further amended as of January 8, 2024 and
as it may be amended from time to time (the “Tax Benefits Preservation Plan”), to purchase from the Company at any
time after the Distribution Dated and prior to the earlier of (i) 11:59 p.m., New York City time, on the date that the votes of the stockholders
of the Company, with respect to the Company’s next annual meeting of stockholders are certified (which date and time shall be in
no event later than 11:59 P.M., New York City time, on January 8, 2025), unless the continuation of the Agreement is approved by the affirmative
vote of the majority of shares of Common Stock present in person or represented by proxy and actually voted at such meeting of stockholders
(or any adjournment or postponement thereof) duly held in accordance with the Company’s Fourth Amended and Restated Bylaws and applicable
law (in which case clause (ii) will govern); (ii) 11:59 p.m., New York City time, on January 8, 2027; or (iii) such time as the Rights
are earlier redeemed, exchanged or terminated or such other earlier Expiration Date (as defined in the Tax Benefits Preservation Plan),
at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth of a fully
paid, non-assessable share of Series D Junior Participating Preferred Stock (the “Preferred Stock”) of the Company,
at a purchase price of $20.00 per one one-thousandth of a share (the “Purchase Price”), upon presentation and surrender
of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed.
| 4. | The fifth full paragraph of the Form of Summary of Rights to Purchase Preferred Stock, which is attached
as Exhibit C to the Plan, shall be amended and restated in its entirety as follows: |
“The Rights are not exercisable
until the Distribution Date and will expire at the earliest of (i) 11:59 p.m., New York City time, on the date that the votes of the stockholders
of the Company, with respect to the Company’s next annual meeting of stockholders are certified (which date and time shall be in
no event later than 11:59 P.M., New York City time, on January 8, 2025), unless the continuation of the Agreement is approved by the affirmative
vote of the majority of shares of Common Stock present in person or represented by proxy and actually voted at such meeting of stockholders
(or any adjournment or postponement thereof) duly held in accordance with the Company’s Fourth Amended and Restated Bylaws and applicable
law (in which case clause (ii) will govern); (ii) 11:59 p.m., New York City time, on January 8, 2027; (iii) the time at which the Rights
are redeemed or exchanged as provided in the Tax Benefits Preservation Plan, and (iv) the time at which the Board determines that the
Tax Benefits Preservation Plan is no longer necessary or desirable for the preservation of Tax Benefits.”
| 5. | All references to “American Stock Transfer & Trust Company, LLC” in the Plan shall be
deleted in their entirety and replaced with “Equiniti Trust Company, LLC” |
| 6. | Except as expressly provided in this Amendment, all of the terms and provisions of the Plan shall remain
in full force and effect. |
| 7. | This Amendment may be executed in any number of counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together constitute one and the same instrument. A signature to
this Amendment executed and/or transmitted electronically shall have the same authority, effect and enforceability as an original signature. |
| 8. | This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all
purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts made and to be performed
entirely within such State. |
[Remainder of page intentionally
left blank. Signature page follows.]
IN WITNESS WHEREOF, the parties
hereto have executed and delivered this Amendment as of the date first set forth above.
|
STEEL CONNECT, INC. |
|
|
|
By: |
/s/ Ryan O’Herrin |
|
|
Name: |
Ryan O’Herrin |
|
|
Title: |
Chief Financial Officer |
|
Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company, LLC) |
|
|
|
By: |
/s/ Sharon Best-Jhagroo |
|
|
Name: |
Sharon Best-Jhagroo |
|
|
Title: |
SVP, Relationship Director |
Exhibit 99.1
Steel Connect, Inc. Amends Tax Benefits Preservation
Plan
NEW YORK, NY —
(BUSINESS WIRE) January 8, 2024 — Steel Connect, Inc. (the “Company”) (Nasdaq:
STCN), today announced that its Board of Directors (the “Board”) further amended its tax benefits preservation plan,
dated as of January 19, 2018, as amended on January 8, 2021 (the “Plan”), to extend the term of the Plan from January
8, 2024 to January 8, 2027 (subject to earlier expiration, as described below).
The Company has significant net operating loss
carryforwards for federal and state tax purposes and believes that its ability to utilize these net operating loss carryforwards and other
tax attributes (collectively, “Tax Benefits”) would be substantially limited if the Company undergoes an “ownership
change” (within the meaning of Section 382 of the Internal Revenue Code). The Plan is intended to prevent an “ownership change”
of the Company that would impair the Company’s ability to utilize its Tax Benefits.
Pursuant to the Plan and subject to certain exceptions,
if a stockholder (or group) becomes a 4.99 percent stockholder, the rights issued under the Plan (the “Rights”) would
generally become exercisable and entitle stockholders (other than the 4.99-percent stockholder or group) to purchase additional shares
of the Company’s common stock at a significant discount, resulting in substantial dilution in the economic interest and voting power
of the 4.99-percent stockholder (or group). In addition, under certain circumstances in which the Company is acquired in a merger or other
business combination after a non-exempt stockholder (or group) becomes a 4.99 percent stockholder, each holder of a Right (other than
the 4.99-percent stockholder or group) would then be entitled to purchase shares of the acquiring company’s common stock at a discount.
The Rights are not exercisable until the Distribution
Date (as defined in the Plan) and, pursuant to the amendment, will expire at the earliest of (i) 11:59 p.m., New York City time, on the
date that the votes of the stockholders of the Company, with respect to the Company’s next annual meeting of stockholders are certified
(which the annual meeting shall be held no later than 11:59 P.M., New York City time, on January 8, 2025), unless the continuation of
the Plan is approved by the affirmative vote of the majority of shares of Common Stock present in person or represented by proxy and actually
voted at such meeting of stockholders (or any adjournment or postponement thereof) duly held in accordance with the Company’s Fourth
Amended and Restated Bylaws and applicable law (in which case clause (ii) will govern); (ii) 11:59 p.m., New York City time, on January
8, 2027; (iii) the time at which the Rights are redeemed or exchanged as provided in the Plan, and (iv) the time at which the Board determines
that the Plan is no longer necessary or desirable for the preservation of Tax Benefits.
The Company has not materially amended the Plan
other than with respect to the expiration date. Additional details regarding the Plan were described in a current report on Form 8-K
filed with the U.S. Securities and Exchange Commission on January 8, 2024.
About Steel Connect, Inc.
Steel Connect, Inc. is a holding company with
a wholly owned subsidiary, ModusLink Corporation, which serves the supply chain management markets.
Contacts
Jennifer Golembeske
212-520-2300
v3.23.4
Cover
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Jan. 08, 2024 |
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|
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|
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|
Entity Central Index Key |
0000914712
|
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|
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DE
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