Current Report Filing (8-k)
false 0001337298 0001337298 2022-06-08
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): June 8,
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
8235 Forsyth Blvd., Suite 400
St. Louis, Missouri 63105
(Address of Principal Executive Offices)
(Registrant’s Telephone Number)
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:
Written communications pursuant to Rule 425 under the
Soliciting material pursuant to Rule 14a-12 under the Exchange
Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act
Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 or
Rule 12b-2 of the Securities Exchange Act of 1934.
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 5.01 – Changes in Control of Registrant.
On June 8, 2022, St. Albans Global Management, LLC (successor by
conversion to St. Albans Global Management, Limited Partnership,
LLLP) (“Global”), SAGM Holdings, LLC (“SAGM”), P.A. Novelly II
(“P.A. Novelly”) and Apex Holding Co. (“Apex Holding”) filed an
amendment to Schedule 13D (the “Amendment”) reporting that (i)
Global and SAGM possess shared voting and dispositive power over
17,085,100 shares of common stock (“Shares”) of FutureFuel Corp.
(the “Company”), constituting approximately 39.0% of the issued and
outstanding Shares (the “Global Shares”); (ii) Apex Holding
possesses shared voting and dispositive power over 375,000 Shares,
constituting approximately 0.9% of the issued and outstanding
Shares (the “Apex Shares”); and (iii) P.A. Novelly possesses shared
voting and dispositive power over 17,460,100 Shares, consisting of
the Global Shares and the Apex Shares and constituting
approximately 39.9% of the issued and outstanding Shares.
Previously, Global’s predecessor and Paul A. Novelly (“Tony
Novelly”) reported on a Schedule 13D filed April 28, 2008 (the
“Original 13D”), that (i) Global and Tony Novelly each possessed
sole voting and dispositive power over Shares then held by Global’s
predecessor, in his capacity as its then Chief Executive Officer;
and (ii) Tony Novelly possessed shared voting and dispositive power
over Shares then held by Apex Holding in his capacity as its then
Chairman and Chief Executive Officer. Such Shares then collectively
constituted approximately 33.5% of the issued and outstanding
Shares. Tony Novelly is P.A. Novelly’s father.
The Amendment reports various transactions by Global and Apex
Holding since the filing of the Original 13D (the “Interim
Transactions”) bringing the present amounts of Global Shares and
Apex Shares to the amounts set forth above.
The Amendment reflects certain changes in management of Global and
Apex Holding since the Original 13D, including that: (i) P.A.
Novelly currently serves as the sole manager of SAGM which, in
turn, is the sole manager of Global and, as a result, P.A. Novelly,
SAGM and Global may be deemed to share beneficial ownership of the
Global Shares; and (ii) P.A. Novelly currently serves as the Chief
Executive Officer of Apex Holding and, as a result, P.A. Novelly
and Apex Holding may be deemed to share beneficial ownership of the
Apex Shares (collectively, the “Management Changes”). The Amendment
also reports that, as of April 26, 2022, Tony Novelly no longer
beneficially owned the Global Shares or the Apex Shares, but that
he continues to beneficially own 265,000 Shares held by a family
trust of which he is trustee. As a result of the Interim
Transactions and the Management Changes, the Board of Directors of
the Company deems that the Company may have undergone a change in
No consideration was given or received by any party in exchange for
the Management Changes.
There is no arrangement or understanding between or among P.A.
Novelly, Tony Novelly, Global, SAGM, Apex Holding or any of their
respective associates with respect to election of directors of the
Company or other matters.
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.
/s/ Rose M. Sparks
Rose M. Sparks, Chief Financial Officer
Date: June 10, 2022
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