Current Report Filing (8-k)
20 March 2018 - 9:06PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 19, 2018
EVINE Live Inc.
(Exact name of registrant as specified
in its charter)
Minnesota
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001-37495
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41-1673770
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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6740 Shady Oak Road,
Eden Prairie, Minnesota 55344-3433
(Address of principal executive offices)
(952) 943-6000
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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.
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Item 1.01.
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Entry into a Material Definitive Agreement.
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On March 19, 2018, EVINE Live Inc. (the
“Company”) entered into a cooperation agreement (the “Agreement”) with Clinton Group, Inc. (the “Investor”).
Pursuant to the Agreement, within three business days of the execution of the Agreement, the Company will appoint Alex Spiro
(the “New Director”) to the Company’s board of directors (the “Board”). Additionally, the Company
agreed to, among other things, nominate the New Director for re-election at the 2018 annual meeting of shareholders (the “2018
Annual Meeting”) alongside other continuing members of the Board. With respect to the 2018 Annual Meeting, the Investor
agreed to, among other things, not bring any nominations, business, or proposals before or at the 2018 Annual Meeting and agreed
not to deliver to the Company any nominations or shareholder proposals during the Standstill Period (defined below).
The Investor also agreed to certain customary
standstill provisions, effective as of the date of the Agreement through the earlier of (x) 30 calendar days prior to the shareholder
nomination deadline for the Company’s 2019 annual meeting of shareholders, (y) 100 calendar days prior to the first anniversary
of the 2018 Annual Meeting, or (z) upon 10 calendar days’ prior written notice delivered by the Investor to the Company following
a material breach of the Agreement by the Company (the “Standstill Period”), prohibiting the Investor from, among other
things, (i) making certain public announcements, (ii) soliciting proxies to vote any securities in opposition of a proposal or
recommendation of the Board; (iii) purchasing shares representing more than 9.9% of the Company’s outstanding common
stock; (iv) taking actions or making proposals to change or influence the Board, Company management or the direction of certain
Company matters; and (v) exercising certain shareholder rights. The Company and the Investor also made certain customary representations
and agreed to mutual non-disparagement provisions.
The foregoing description of the Agreement
is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1 to this Current Report
on Form 8-K and incorporated by reference.
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Item 9.01.
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Financial Statements and Exhibits.
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EXHIBIT INDEX
SIGNATURES
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 19, 2018
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EVINE Live Inc.
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By:
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/s/
Andrea M. Fike
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Andrea M. Fike
General Counsel
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