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EX-99.1 - PRESS RELEASE ISSUED BY HENNESSY CAPITAL ACQUISITION CORP. III ON SEPTEMBER 21, - NRC GROUP HOLDINGS CORP.f8k092118ex99-1_hennessy.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): September 21, 2018

 

HENNESSY CAPITAL ACQUISITION CORP. III

(Exact name of registrant as specified in its charter)

 

Delaware   001-38119   81-4838205
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

3485 N. Pines Way, Suite 110

Wilson, Wyoming

  83014
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (307) 734-7879

 

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:

 

Written 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))

 

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. ☐

 

 

 

 

 

  

Item 8.01 Other Events.

 

On September 21, 2018, Hennessy Capital Acquisition Corp. III (“Hennessy Capital” or the “Company”) announced that it has established a record date of October 1, 2018 (the “Record Date”) and a meeting date of October 17, 2018 for and in advance of its special meeting of stockholders (the “Special Meeting”) to be held with respect to its proposed acquisition of all of the issued and outstanding membership interests of NRC Group Holdings, LLC, a Delaware limited liability company (together with its subsidiaries, “NRC Group” and such acquisition, the “Business Combination”), pursuant to that certain Purchase Agreement (the “Purchase Agreement”), dated as of June 25, 2018 and amended as of July 12, 2018, by and between the Company and JFL-NRC-SES Partners, LLC, a Delaware limited liability company (“Seller”). Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference into this Item 8.01 is a copy of the press release issued September 21, 2018 announcing the establishment of the October 1, 2018 record date and the October 17, 2018 meeting date for the special meeting of Hennessy Capital stockholders.

 

Additional Information About the Proposed Business Combination and Where to Find it

 

The proposed Business Combination will be submitted to stockholders of the Company for their consideration. The Company has filed with the Securities and Exchange Commission (the “SEC”) an amended preliminary proxy statement on September 21, 2018 (and intends to file with the SEC a definitive proxy statement) in connection with the Business Combination and related matters and will mail a definitive proxy statement and other relevant documents to its stockholders as of the Record Date. The Company’s stockholders and other interested persons are advised to read the amended preliminary proxy statement filed with the SEC on September 21, 2018 and, once available, the definitive proxy statement, in connection with the Company’s solicitation of proxies for the Special Meeting and related matters because these documents will contain important information about the Company, NRC Group and the Business Combination. Stockholders may also obtain a copy of the proxy statement as well as other documents filed with the SEC regarding the Business Combination and other documents filed with the SEC by the Company, without charge, at the SEC’s website located at www.sec.gov or by directing a request to Nicholas A. Petruska, Executive Vice President and Chief Financial Officer, 3485 North Pines Way, Suite 110, Wilson, Wyoming 83014 or by telephone at (312) 803-0372.

 

Participants in the Solicitation

 

The Company, Seller, NRC Group, and certain of their respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitations of proxies from the Company’s stockholders in connection with the Business Combination. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of the Company’s stockholders in connection with the Business Combination is set forth in the Company’s proxy statement. You can find more information about the Company’s directors and executive officers in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, filed with the SEC on April 2, 2018. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests is included in the preliminary proxy statement, which can be obtained free of charge from the sources indicated above. 

 

No Offer or Solicitation

 

This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Number   Description
   
99.1   Press release issued by Hennessy Capital Acquisition Corp. III on September 21, 2018

 

 1 

 

 

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.

 

Dated: September 21, 2018

 

  HENNESSY CAPITAL ACQUISITION CORP. III
     
  By: /s/ Daniel J. Hennessy
    Name: Daniel J. Hennessy
    Title:   Chief Executive Officer

  

 2