Item
5.03
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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At
the Special Meeting, the stockholders of the Company approved and adopted an amendment (the “Extension Amendment”)
to the amended and restated certificate of incorporation of the Company, as amended by that amendment to the amended and restated
certificate of incorporation, dated October 22, 2019, to extend the date by which the Company has to consummate a business combination
(the “Extension”) from May 20, 2020 to November 20, 2020. A copy of the Extension Amendment is filed here Exhibit
3.1 hereto and incorporated herein by reference.
Item
5.07
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Submission
of Matters to a Vote of Security Holders.
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At
the Special Meeting, a total of 29,655,948 (80.58%) of the Company’s issued and outstanding shares of Class A common stock
and Class F common stock held of record as of April 6, 2020, the record date for the Special Meeting, were present either in person
or by proxy, which constituted a quorum. Legacy’s stockholders voted on the following proposals at the Special Meeting,
each of which were approved. The results of voting on the proposals submitted to a vote of the Company’s stockholders at
the Special Meeting were as follows:
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1.
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To
approve an amendment to the Company’s amended and restated certificate of incorporation
as amended by that amendment to the amended and restated certificate of incorporation
of Legacy Acquisition Corp., dated October 22, 2019, to extend the date by which the
Company has to consummate a business combination from May 20, 2020 to November 20, 2020.
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Votes For
|
|
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Votes Against
|
|
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Abstentions
|
|
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29,645,948
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|
|
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10,000
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|
|
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0
|
|
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2.
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To
approve an amendment to the Company’s investment management trust agreement, dated
as of November 16, 2017, as amended by that amendment no. 1 to investment management
trust agreement, dated October 22, 2019, by and between the Company and Continental Stock
Transfer & Trust Company, to extend the date on which to commence liquidating the
trust account established in connection with the Company’s initial public offering
in the event the Company has not consummated a business combination from May 20, 2020
to November 20, 2020.
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Votes For
|
|
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Votes Against
|
|
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Abstentions
|
|
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29,645,648
|
|
|
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10,000
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|
|
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300
|
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Item
7.01
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Regulation
FD Disclosure.
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Furnished as Exhibit
99.1 hereto is a press release, dated May 19, 2020 (the “Press Release”), issued by the Company announcing that the
stockholders of the Company approved the Extension Amendment and the Trust Amendment, and announcing estimated redemption figures.
In connection with the Extension, stockholders elected to redeem 23,182,481 shares of the Company’s Class A common stock,
par value $0.0001 per share, issued in the Company’s initial public offering (the “public shares”). As a result,
an aggregate of approximately $242,423,339 (or $10.45717840 per share) will be removed from the Company’s trust account
to pay such stockholders. Following such redemptions, 6,122,699 public shares will remain issued and outstanding.
As was previously indicated
in a press release issued on May 8, 2020 and a related proxy statement supplement filed with the Securities and Exchange Commission
(the “SEC”) on May 8, 2020, because the Extension Amendment was approved, the Company will make a cash contribution
(“Contribution”) to the trust account in an amount equal to $0.02 for each public share that was not redeemed in connection
with the stockholder approval of the Extension Amendment for each month of the Extension (or approximately $122,400.00 per month
after giving effect to redemptions). The Contribution will not accrue interest and the aggregate amount of the Contribution will
be calculated and paid in full at the closing from the proceeds of the business combination.
The information in this
Item 7.01 incorporated by reference hereto are being furnished and shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of
that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as expressly set forth by specific reference in such filing.
Important
Information About the Business Combination and Where to Find It
In connection with the
business combination contemplated by the Amended and Restated Share Exchange Agreement (the “Business Combination”),
Legacy filed a definitive proxy statement on Schedule 14A (the “Business Combination Proxy”) with the U.S. Securities
and Exchange Commission (the “SEC”) on March 31, 2020. In connection with the solicitation of the registered holders
of Legacy’s public warrants to consent to proposed amendments to Legacy’s Warrant Agreement (the “Warrant Amendments”),
Legacy filed a definitive consent solicitation statement on Schedule 14A (the “Warrant Consent Solicitation”) with
the SEC on May 15, 2020. Legacy’s stockholders and other interested persons are advised to read the Business Combination
Proxy, as well as the Warrant Consent Solicitation and the Extension Proxy and the amendments thereto and other relevant materials
to be filed, respectively, in connection with the Business Combination and the Warrant Amendments with the SEC, including documents
incorporated by reference therein, as these materials contain important information with respect to the Business Combination and
the Warrant Amendments. The definitive proxy statement and other relevant materials for the Business Combination were mailed
to stockholders of Legacy as of March 20, 2020 and April 6, 2020, respectively. The definitive proxy statement and other relevant
materials for the Warrant Amendments were mailed to warrant holders of Legacy as of March 20, 2020. Warrant holders and stockholders
are also able to obtain copies of the Business Combination Proxy, the Warrant Consent Solicitation and the Extension Proxy, as
well as other documents filed with the SEC incorporated by reference therein, without charge, at the SEC’s web site at www.sec.gov,
or by directing a request to: Legacy Acquisition Corp., 1308 Race Street, Suite 200, Cincinnati, Ohio 45202, Attention: Secretary,
(513) 618-7161.
Participants
in the Solicitation
Legacy and its directors
and executive officers may be deemed participants in the solicitation of proxies from Legacy’s stockholders with respect
to the Business Combination and consents from Legacy’s warrant holders with respect to the Warrant Amendments. A list of
the names of those directors and executive officers and a description of their interests in Legacy is contained in the Definitive
Business Combination Proxy filed with the SEC, the Warrant Consent Solicitation and the Extension Proxy and in Legacy’s
proxy statement for its 2019 Annual Meeting that was filed with the SEC on November 22, 2019 and are available free of charge
at the SEC’s web site at www.sec.gov, or by directing a request to: Legacy Acquisition Corp., 1308 Race Street, Suite 200,
Cincinnati, Ohio 45202, Attention: Secretary, (513) 618-7161. Additional information regarding the interests of such participants
will be contained in the definitive proxy statement that Legacy intends to file with the SEC in connection with the Business Combination
when available.
The
Seller, Blue Focus Intelligent Communications Group, and their respective directors and executive officers may also be deemed
to be participants in the solicitation of proxies from the stockholders of Legacy in connection with the Business Combination.
A list of the names of such directors and executive officers and information regarding their interests in the Business Combination
will be included in Legacy’s definitive proxy statement that will be filed with respect to the Business Combination.
Forward-Looking
Statements:
This
Current Report on Form 8-K includes “forward-looking statements” within the meaning of the “safe harbor”
provisions of the Private Securities Litigation Reform Act of 1995. Legacy’s and the Blue Impact business’ actual
results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking
statements as predictions of future events. Words such as “expect,” “estimate,” “project,”
“budget,” “forecast,” “anticipate,” “intend,” “propose,” “plan,”
“contemplate,” “may,” “will,” “shall,” “would,” “could,”
“should,” “believes,” “predicts,” “potential,” “continue,” “positioned,”
“goal,” “conditional” and similar expressions are intended to identify such forward-looking statements.
These forward-looking statements include, without limitation, the expected redemptions of public shares, the expected Contributions
and their timing of payment in respect of the public shares that were not redeemed in connection with the Extension Amendment
and the anticipated redemption price of our public shares if the Company takes the full time through November 20, 2020 to complete
an initial business combination.
These
forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially
from the expected results. Most of these factors are outside Legacy’s and the Blue Impact business’ control and are
difficult to predict. Factors that may cause such differences 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 Share Exchange Agreement, (2) the outcome of any
legal proceedings that may be instituted against Legacy and other transaction parties following the announcement of the Share
Exchange Agreement and the transactions contemplated therein; (3) the inability to complete the proposed Business Combination,
including due to failure to obtain approval of the stockholders of Legacy or other conditions to closing in the Share Exchange
Agreement; (4) the occurrence of any event, change or other circumstance that could otherwise cause the Business Combination to
fail to close; (5) the receipt of an unsolicited offer from another party for an alternative business transaction that could interfere
with the proposed Business Combination; (6) the risk that the proposed Business Combination disrupts current plans and operations
as a result of the announcement and consummation of the proposed Business Combination; (7) costs related to the proposed Business
Combination; (8) changes in applicable laws or regulations; (9) the aggregate number of Legacy shares requested to be redeemed
by Legacy’s stockholders in connection with the proposed Business Combination; (10) the ability of the Blue Impact business
to ameliorate or otherwise mitigate its existing material weaknesses and any material weaknesses in internal control over financial
reporting or significant deficiencies that may be identified in the future; (11) the inability to obtain stockholder approval
of the Extension Amendment and to implement the Extension; (12) the uncertainties regarding the impact of COVID-19 on the Blue
Impact business and the completion of the Business Combination; and (13) other risks and uncertainties indicated from time to
time in the proxy statement relating to the proposed Business Combination, including those under “Risk Factors” therein,
the Extension Amendment and the Extension and in Legacy’s other filings with the SEC. Legacy cautions that the foregoing
list of factors is not exhaustive. Legacy cautions readers not to place undue reliance upon any forward-looking statements, which
speak only as of the date made. Legacy does not undertake or accept any obligation or undertaking to release publicly any updates
or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or
circumstances on which any such statement is based.
No
Offer or Solicitation
This
Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities
or in respect of the Business Combination. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation
of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer,
solicitation or sale would be unlawful prior to 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, or an exemption therefrom.
Item
9.01
|
Financial
Statements and Exhibits.
|
(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.
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LEGACY
ACQUISITION CORP.
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|
|
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Dated:
May 19, 2020
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By:
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/s/
William C. Finn
|
|
Name:
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William
C. Finn
|
|
Title:
|
Chief
Financial Officer
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4