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): November 20, 2020
HC2 HOLDINGS, INC.
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| (Exact name of registrant as specified in its charter.) |
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| Delaware | 001-35210 | 54-1708481 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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| 450 Park Avenue, 29th Floor | |
| New York, NY 10022 | |
| (Address of principal executive offices) | |
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| (212) 235-2690 |
| (Registrant’s telephone number, including area code) |
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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) |
| ☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common Stock, par value $0.001 per share | HCHC | New York Stock Exchange |
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).
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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. o |
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On November 20, 2020, a special meeting of stockholders (the “Special Meeting”) of HC2 Holdings, Inc. (the “Company”) was held to vote on the proposals described in the definitive proxy statement, filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 19, 2020. Following the receipt of stockholder approval at the Special Meeting as described in Item 5.07 of the Company’s Current Report on Form 8-K filed with the SEC on November 20, 2020, the Company filed that certain Certificate of Amendment No. 2 to the Company’s Second and Amended and Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock, par value $0.001 per share, to 160,000,000 shares (the “Certificate of Amendment”). The Certificate of Amendment was filed with the Secretary of State of the State of Delaware on November 20, 2020 and became effective as of such date.
The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01. Other Events.
On November 23, 2020, the Company issued a press release announcing the preliminary results of its previously announced rights offering, which expired at 5:00 p.m., New York City time, on November 20, 2020. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit No. | Description |
| 3.1 | |
| 99.1 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: November 23, 2020
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| HC2 Holdings, Inc. (Registrant) |
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| By: | /s/ Michael J. Sena |
| | Name: Michael J. Sena |
| | Title: Chief Financial Officer |
