Item 1.01Entry into a Material Definitive Agreement.
Amendment to Stock Purchase Agreement
On
The foregoing description of the SPA Amendment does not purport to be complete and is qualified in its entirety by reference to the SPA Amendment, a copy of which is filed as Exhibit 2.2 hereto and incorporated herein by reference
Novation and Restrictive Covenants Agreement
On
The foregoing description of the Novation Agreement does not purport to be
complete and is qualified in its entirety by reference to the Novation
Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated
herein by reference, and to the Reisch Employment Agreement, which was filed as
Exhibit 10.13 to the Company's Annual Report on Form 10-K filed with the
Reisch Sale Bonus Release Agreement
On
The foregoing description of the Reisch Release Agreement does not purport to be
complete and is qualified in its entirety by reference to the Reisch Release
Agreement, a copy of which is filed as Exhibit 10.2 hereto and incorporated
herein by reference, and to the Reisch Employment Agreement, which was filed as
Exhibit 10.13 to the Company's Annual Report on Form 10-K filed with the
Item 1.02Termination of a Material Definitive Agreement.
In connection with the closing of the Phoenix Color Sale, on
--------------------------------------------------------------------------------
time and
Item 2.01Completion of Acquisition or Disposition of Assets.
On
The foregoing description of the Stock Purchase Agreement and the Phoenix Color
Sale is not complete and is subject to and entirely qualified by reference to
the full text of the Original Stock Purchase Agreement, which was filed as
Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the
The Stock Purchase Agreement and the above description have been included to
provide investors and security holders with information regarding the terms of
the Stock Purchase Agreement. They are not intended to provide any other factual
information about ALJ,
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The PNC Credit Agreement contained provisions pursuant to which the Loan Parties
were required to prepay proceeds received upon the disposition of assets. As set
forth in Item 1.02 above, and incorporated herein by reference, upon the closing
of the Phoenix Color Sale on
Item 5.07Submission of Matters to a Vote of Security Holders.
On
As of
At the Special Meeting, the Company's stockholders considered and voted upon the following proposals:
1. To approve the Phoenix Color Sale, pursuant to the terms and conditions of the Stock Purchase Agreement, to the extent that the Phoenix Color Sale constitutes a sale of substantially all of the assets of the Company underDelaware law (the "Phoenix Color Sale Proposal");
--------------------------------------------------------------------------------
2. To approve, on an advisory, non-binding basis, the compensation of the Company's named executive officers based on or that otherwise relates to the Phoenix Color Sale as disclosed pursuant to Item 402(t) of Regulation S-K in the Company's definitive proxy statement filed with theSEC onMarch 17, 2022 (the "Transaction-Related Compensation Proposal"); and 3. To approve the adjournment or postponement of the Special Meeting to another date, time or place, if necessary or appropriate, for the purpose of soliciting additional proxies for the proposals to be acted upon at the Special Meeting in the event that there were insufficient votes at the time of the Special Meeting or any adjournment thereof to approve one or more of the foregoing proposals (the "Adjournment Proposal").
Each proposal was approved by the requisite vote of the Company's stockholders.
The final voting results are described below. For further information regarding
the matters voted upon at the Special Meeting, see the Company's definitive
proxy statement filed with the
Proposal 1:The Phoenix Color Sale Proposal.
Votes Cast "For" Votes Cast "Against" Votes Cast for "Abstain" Number % of Shares Number % of Shares Number % of Shares Outstanding Outstanding Outstanding 27,972,009 66.0% 4,162 0.0% 9,640 0.0%
Proposal 2: The Transaction-Related Compensation Proposal.
Votes Cast "For" Votes Cast "Against" Votes Cast for "Abstain" Number % of Shares Number % of Shares Number % of Shares Outstanding Outstanding Outstanding 24,307,646 57.3% 3,662,660 8.6% 15,505 0.0%
Proposal 3: The Adjournment Proposal.
Votes Cast "For" Votes Cast "Against" Votes Cast for "Abstain" Number % of Shares Number % of Shares Number % of Shares Outstanding Outstanding Outstanding 25,154,508 59.3% 2,815,214 6.6% 16,089 0.0%
The Company's stockholders approved the Adjournment Proposal, but an adjournment was not necessary in light of approval of the Phoenix Color Sale Proposal and the Transaction-Related Compensation Proposal.
Item 7.01Regulation FD Disclosure.
On
The information under this Item 7.01 (including Exhibit 99.1) is furnished pursuant to Item 7.01 and shall not be deemed filed for purposes of Section 18 of the Exchange Act of 1934, amended (the "Exchange Act") or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01.Financial Statements and Exhibits.
(b) The unaudited pro forma consolidated financial information of the Company giving effect to the Phoenix Color Sale, and the related notes thereto, have been derived from its historical consolidated financial statements and are attached as Exhibit 99.2 hereto. (d) Exhibits.
--------------------------------------------------------------------------------
Exhibit No. Description 2.1 Stock Purchase Agreement, dated as ofFebruary 3, 2022 , by and amongALJ Regional Holdings, Inc. ,Phoenix Color Corp. andLSC Communications Book LLC (incorporated herein by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K filed onFebruary 4, 2022 ) 2.2 Amendment to Stock Purchase Agreement, dated as ofApril 12, 2022 , by and amongALJ Regional Holdings, Inc. ,Phoenix Color Corp. andLSC Communications Book LLC 10.1 Novation Agreement, datedApril 13, 2022 , by and amongPhoenix Color Corp. ,ALJ Regional Holdings, Inc. andMarc Reisch 10.2 Sale Bonus Release Agreement, datedApril 13, 2022 , by and betweenALJ Regional Holdings, Inc. andMarc Reisch 99.1ALJ Regional Holdings, Inc. press release datedApril 13, 2022 99.2 Unaudited pro forma condensed consolidated financial information 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101.INS)
--------------------------------------------------------------------------------
© Edgar Online, source