Current Report Filing (8-k)
13 Janeiro 2020 - 7:01PM
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): January 10, 2020
TILE SHOP HOLDINGS, INC.
(Exact name of Registrant as Specified in
its Charter)
Delaware
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001-35629
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45-5538095
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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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14000 Carlson Parkway, Plymouth, Minnesota
55441
(Address of principal executive offices,
including ZIP code)
(763) 852-2950
(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:
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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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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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None
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N/A
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N/A
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Indicate
by check mark whether the registrant is an emerging growth company as defined in 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. ¨
On
January 10, 2020, the directors of Tile Shop Holdings, Inc. (the “Company”) delivered Director Standstill Commitments
to the Company. Each director committed not to, directly or through any affiliate, purchase any shares of the Company’s
common stock if, as a result of such purchase, (i) the director would beneficially own in the aggregate more than five percent
of the issued and outstanding shares of the Company’s common stock, provided that if
the director already beneficially owns more than five percent of the issued and outstanding shares of the Company’s common
stock, then the director will not purchase any additional shares, or (ii) to the knowledge of the director, all of the then-serving
directors of the Company would together in the aggregate beneficially own in excess of 50 percent of the issued and outstanding
shares of the Company’s common stock. The Company’s future grants of equity compensation to the directors are not
covered by these commitments as long as such grants are substantially consistent with the past practices of the Company and are
made in connection with the director’s role as a member of the board of directors of the Company (the “Board”).
The
restrictions described above do not prohibit any of the directors from directly or indirectly making an offer to acquire, and/or
consummating the acquisition of, all of the issued and outstanding shares of the Company’s common stock pursuant to a merger
or other agreement entered into with the Company in compliance with applicable law that is approved by (i) a majority of the members
of the Board not including any directors of the Company participating directly or indirectly as an acquiror in such acquisition
and (ii) the holders of a majority of the shares of the Company’s common stock not including the shares that are beneficially
owned by the director making the offer, his affiliates or any other party participating directly or indirectly as an acquiror
in such acquisition.
The
Director Standstill Commitments are binding and irrevocable and extend until the later of (i) two years and (ii) the date upon
which the director’s service as a member of the Board ends.
The
directors indicated that they provided the Director Standstill Commitments to show their commitment and loyalty to the Company,
as well as to demonstrate the falsity of the allegations made against the directors in the lawsuit filed by K-Bar Holdings LLC
and Wynnefield Capital, Inc. relating to the Company’s announced delisting and deregistration.
The
Company has previously stated that the K-Bar and Wynnefield Capital complaint contains numerous false and misleading statements
that create a narrative regarding the Company’s delisting and proposed deregistration that is untrue. The Company is continuing
to contest the litigation vigorously.
The
Company continues to believe that the delisting and proposed deregistration are in the best interests of the Company and its shareholders.
The Company believes that it is unfortunate that the ability of the Company to achieve the expected cost savings from the deregistration
has been impeded by the litigation.
The
foregoing description of the Director Standstill Commitments is not complete and is qualified by reference by the full text of the
Director Standstill Commitments, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
into this Current Report by reference.
Item 9.01
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Financial Statements and Exhibits.
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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.
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TILE SHOP HOLDINGS, INC.
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By /s/ Nancy DiMattia
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Date: January 13, 2020
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Name: Nancy DiMattia
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Title: Chief Financial Officer
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