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): March 23, 2018

Crystal Rock Holdings, Inc.

(Exact name of registrant as specified in its charter)

1050 Buckingham St., Watertown, CT 06795

(Address of principal executive offices) (Zip Code)

860-945-0661

(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:

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. ☐

Introduction.

As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on February 13, 2018 by Crystal Rock Holdings, Inc. (the “Company”), the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of February 12, 2018, with Cott Corporation, a Canadian corporation (“Cott”), and CR Merger Sub, Inc., a wholly owned indirect subsidiary of Cott (“Purchaser”). Pursuant to the Merger Agreement, on February 20, 2018, Purchaser commenced a tender offer to purchase all of the outstanding shares of common stock, par value $0.001 per share, of the Company (the “Shares”), at a price per share of $0.97, payable net to the holder thereof in cash, without interest (the “Offer Price”), subject to any withholding of taxes required by applicable law, upon the terms and subject to the conditions set forth in the Offer to Purchase dated February 20, 2018 (as amended, the “Offer to Purchase”) and in the related Letter of Transmittal (which, together with the Offer to Purchase, as each has been amended or supplemented from time to time, constitute the “Offer”).

The Offer and withdrawal rights expired at 5:00 P.M., New York City time, on March 20, 2018 (such date and time, the “Expiration Time”). American Stock Transfer & Trust Company, LLC, the depositary for the Offer, has advised that, as of the Expiration Time, 16,055,804 Shares had been validly tendered and not properly withdrawn pursuant to the Offer, representing approximately 75% of the aggregate number of the then issued and outstanding Shares. In addition, the depositary has advised that, as of the Expiration Time, 82,636 Shares had been tendered by Notice of Guaranteed Delivery, representing less than 1% of the aggregate number of the then issued and outstanding Shares. Accordingly, the minimum tender condition to the Offer has been satisfied. As a result of the satisfaction of the foregoing condition and each of the other conditions to the Offer, Purchaser has accepted for payment all Shares that were validly tendered and not properly withdrawn pursuant to the Offer.

On March 23, 2018, pursuant to the terms of the Merger Agreement and in accordance with Section 251(h) of the Delaware General Corporation Law (the “DGCL”), Purchaser was merged with and into the Company, with the Company being the surviving corporation (the “Merger”). Upon completion of the Merger, the Company became a wholly owned indirect subsidiary of Cott.

At the effective time of the Merger (the “Effective Time”) and pursuant to the terms and conditions of the Merger Agreement, each Share, other than Shares outstanding immediately prior to the Effective Time owned by the Company, Cott or Purchaser, or by stockholders who have validly exercised their appraisal rights under Delaware law, was canceled and converted into the right to receive an amount in cash equal to the Offer Price, payable to the holder thereof on the terms and subject to the conditions set forth in the Merger Agreement.

The aggregate consideration paid to the Company’s stockholders in the Offer and Merger was approximately $20.7 million, without giving effect to related transaction fees and expenses. Cott funded the aggregate purchase price and related fees and expenses from cash on hand.

The foregoing summary of the transactions contemplated by the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on February 13, 2018 and is incorporated herein by reference.

In connection with the closing of the Merger, the Company notified the New York Stock Exchange (the “NYSE”) on March 23, 2018 that the Merger had been consummated, and trading of the common stock of the Company on NYSE American has been suspended. Accordingly, the NYSE has filed a notification of delisting of the Company’s common stock from NYSE American and deregistration of the Company’s common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 25 with the SEC. The Company intends to file a certification on Form 15 with the SEC to cause the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act to be suspended.

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

As a result of Purchaser’s acceptance for payment of all Shares that were validly tendered and not properly withdrawn in accordance with the terms of the Offer and the consummation of the Merger pursuant to Section 251(h) of the DGCL on March 23, 2018, a change in control of the Company occurred and the Company now is a wholly owned indirect subsidiary of Cott.

The information disclosed under Item 2.01 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

In connection with the consummation of the Merger, as contemplated by the Merger Agreement, Ross S. Rapaport, Peter K. Baker, John B. Baker, Martin A. Dytrych, John M. LaPides, Lori Schafer and Bruce S. MacDonald are no longer members of the Company’s board of directors, effective as of the Effective Time. Upon consummation of the Merger, Jerry Fowden and Jay Wells, who were members of the board of directors of Purchaser, became the new members of the board of directors of the Company.

Upon consummation of the Merger and pursuant to the Merger Agreement, at the Effective Time, the officers of Purchaser immediately prior to the Effective Time became the officers of the Company; Jerry Fowden became President and Chief Executive Officer of the Company, Jay Wells became Vice President and Chief Financial Officer of the Company, Jason Ausher became Vice President and Chief Accounting Officer of the Company, Shane Perkey became Treasurer of the Company, Marni Morgan Poe became Vice President, General Counsel and Secretary of the Company, and Michael James became Assistant Secretary of the Company, in each case by operation of the Merger Agreement.

Information about each of Jerry Fowden, Jay Wells, Jason Ausher, Shane Perkey, Marni Morgan Poe and Michael James is contained in the Offer to Purchase, which information is incorporated herein by reference.

Pursuant to the terms of the Merger Agreement, at the Effective Time, the certificate of incorporation and bylaws of the Company were amended and restated to read in their entirety in the forms filed as Exhibits 3.1 and 3.2 hereto, respectively, which are incorporated by reference herein.

(d) Exhibits.

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.

Date: March 23, 2018