Attached files

file filename
EX-99.1 - EXHIBIT 99.1 - Limbach Holdings, Inc.v444440_ex99-1.htm
EX-2.1 - EXHIBIT 2.1 - Limbach Holdings, Inc.v444440_ex2-1.htm

 

 

 

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): July 18, 2016
____________________

 

1347 CAPITAL CORP.

(Exact name of registrant as specified in its charter)

____________________

 

Delaware 001-36541 46-5399422
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

 

150 Pierce Road, 6th Floor, Itasca, IL 60143

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (847) 700-8064

 

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:

 

xWritten 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 July 18, 2016, 1347 Capital Corp. (the “Company” or “1347 Capital”) entered into Amendment No. 2 (the “Amendment”) to the Agreement and Plan of Merger, dated March 23, 2016, by and among the Company, Limbach Holdings, LLC (“Limbach”) and FdG HVAC LLC (“Merger Agreement”), relating to the previously announced business combination (the “Business Combination”) between the Company and Limbach. The Amendment provides for the reduction of the minimum amount of cash that must be released from 1347 Capital’s trust account from $20 million to $18 million and for the issuance of an additional 200,000 shares of 1347 Capital’s common stock to Limbach equity holders (to an aggregate of 2,200,000 shares).

 

Other than as expressly modified pursuant to the Amendment, the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) by the Company on March 23, 2016, as amended by Amendment No. 1 to the Merger Agreement, dated as of July 11, 2016, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC by the Company on July 13, 2016, remains in full force and effect as originally executed. The foregoing description of the Amendment and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, which is attached hereto as Exhibit 2.1 and incorporated herein by reference.

 

Item 8.01 Other Events.

 

On July 18, 2016, the Company issued a press release announcing, among other things, the entry into the Amendment. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

Additional Information about the Business Combination and Where to Find It

 

The Company has filed with the SEC a final prospectus (the “Prospectus”) (File No. 333-210772) pursuant to Rule 424(b) of the rules and regulations of the SEC under the Securities Act of 1933, as amended (the “Securities Act”), which includes a definitive proxy statement/prospectus/information statement that is both the proxy statement distributed to holders of the Company’s common stock in connection with the Company’s solicitation of proxies for the special meeting, as well as the prospectus/information statement relating to the offer and sale of the shares of the Company’s common stock to be issued in the proposed Business Combination and the shares of the Company’s common stock underlying the warrants and preferred stock that may be issued in the proposed Business Combination. The Company’s stockholders and other interested persons are advised to read the definitive proxy statement/prospectus/information statement included in the Prospectus as these materials contain important information about Limbach, the Company and the proposed Business Combination. The definitive proxy statement/prospectus/information statement was mailed on June 16, 2016 to stockholders of the Company as of June 10, 2016, which is the record date established for voting on the proposed Business Combination and the related transactions. Stockholders may also obtain copies of the definitive proxy statement/prospectus/information statement and other documents filed with the SEC that are incorporated by reference in the definitive proxy statement/prospectus/information statement, without charge, at the SEC’s Internet site at www.sec.gov, or by directing a request to: 1347 Capital Corp., 150 Pierce Road, 6th Floor, Itasca, IL, attention: Hassan Baqar, 1-847-700-8064.

 

Participants in the Solicitation

 

1347 Capital and its directors and executive officers, Limbach and its directors and executive officers, EarlyBirdCapital, Inc. and Craig-Hallum Capital Group LLC may be deemed to be participants in the solicitation of proxies from the stockholders of 1347 Capital in connection with the proposed Business Combination. Information regarding the special interests of these directors and executive officers in the proposed Business Combination is included in the definitive proxy statement/prospectus/information statement referred to above, copies of which may be obtained free of charge at the SEC’s web site (www.sec.gov) and at the address described above.

 

 

 

 

 Forward-Looking Statements

 

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. Words such as “expects”, “believes”, “anticipates”, “intends”, “estimates”, “seeks” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements are based on current expectations that are subject to risks and uncertainties. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. These factors include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (2) the outcome of any legal proceedings that have been and any other legal proceedings that may be instituted against 1347 Capital, Limbach or others following announcement of the Merger Agreement and transactions contemplated therein, including the lawsuit filed against the Company on May 10, 2016 by Robert Garfield on behalf of himself and all other similarly situated public holders of 1347 Capital’s common stock; (3) the inability to complete the transactions contemplated by the Merger Agreement due to the failure to obtain approval of the stockholders of 1347 Capital or other conditions to closing in the Merger Agreement, (4) delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals or complete regulatory reviews required to complete the transactions contemplated by the Merger Agreement; (5) the risk that the proposed transaction disrupts current plans and operations as a result of the announcement and consummation of the transactions described herein; (6) the ability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with suppliers and obtain adequate supply of products and retain its key employees; (7) costs related to the proposed Business Combination; (8) changes in applicable laws or regulations; (9) the possibility that Limbach may be adversely affected by other economic, business, and/or competitive factors; and (10) other risks and uncertainties indicated from time to time in the proxy statement/prospectus/information statement relating to the proposed Business Combination, including those under “Risk Factors” therein, and other filings with the SEC by 1347 Capital. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and the Company and Limbach undertake no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

 

Disclaimer

 

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there by any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
2.1*   Amendment No. 2 to Agreement and Plan of Merger, dated July 18, 2016, by and among 1347 Capital Corp., Limbach Holdings, LLC and FdG HVAC LLC.
99.1   Press Release, dated July 18, 2016.

 

*The exhibits to this Exhibit have been omitted pursuant to Regulation S-K Item 601(b)(2). The Company agrees to furnish supplementally copies of such omitted exhibits to the SEC upon request.

 

 

 

  

SIGNATURE

 

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.

 

  1347 CAPITAL CORP.
     
  By: /s/ Hassan R. Baqar
    Name: Hassan R. Baqar
    Title: Chief Financial Officer, Secretary and Director
     
 Dated: July 18, 2016    

 

 

 

 

 

 

 

EXHIBIT INDEX

 

Exhibit No.   Description
2.1*   Amendment No. 2 to Agreement and Plan of Merger, dated July 18, 2016, by and among 1347 Capital Corp., Limbach Holdings, LLC and FdG HVAC LLC.
99.1   Press Release, dated July 18, 2016.

 

*The exhibits to this Exhibit have been omitted pursuant to Regulation S-K Item 601(b)(2). The Company agrees to furnish supplementally copies of such omitted exhibits to the SEC upon request.