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
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Date of Report (Date of Earliest Event Reported): | | May 2, 2021 |
MarineMax, Inc.
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(Exact name of registrant as specified in its charter)
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Florida | 1-14173 | 59-3496957 |
_____________________ (State or other jurisdiction | _____________ (Commission | ______________ (I.R.S. Employer |
of incorporation) | File Number) | Identification No.) |
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2600 McCormick Drive, Suite 200, Clearwater, Florida | | 33759 |
_________________________________ (Address of principal executive offices) | | ___________ (Zip Code) |
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Registrant’s telephone number, including area code: | | 727-531-1700 |
Not Applicable
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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. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock, par value $.001 per share | | HZO | | New York Stock Exchange |
Item 1.01 Entry into a Material Definitive Agreement
On May 2, 2021, under the Stock Purchase Agreement (the “Purchase Agreement”), dated May 2, 2021, by and among (a) Kenneth C. Stock, Georgia Stock and the Kenneth C. Stock and Georgia Stock 2020 Trust (each, a “Seller” and collectively, the “Sellers”); (b) Kenneth C. Stock, as the representative of the Sellers; and (c) MarineMax Products, Inc., a Florida corporation (the “Buyer”) and a wholly-owned subsidiary of MarineMax, Inc., a Florida corporation (“MarineMax”), the Buyer acquired all of the outstanding capital stock of KSC International Inc., a Wisconsin corporation (“KCS”), for an aggregate purchase price of $62,700,000, subject to certain customary closing and post-closing adjustments. The Sellers will be subject to certain customary post-closing covenants and indemnities.
This description of the Purchase Agreement and the transactions contemplated by the Purchase Agreement is not complete and is qualified in its entirety by the complete terms and conditions of the Purchase Agreement, a copy of which MarineMax expects to file as an exhibit to MarineMax’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021.
On May 3, 2021, MarineMax issued a press release announcing the acquisition. A copy of the press release is furnished as Exhibit 99.1 to this report.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth above under Item 1.01 is incorporated by reference into this Item 2.01.
Item 9.01 Financial Statements and Exhibits.
Press release of MarineMax, Inc. dated May 3, 2021, entitled “MarineMax Acquires Cruisers Yachts”.
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.
| | MarineMax, Inc. |
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By:
| /s/ Michael H. McLamb 
Name: Michael H. McLamb
Title: Executive Vice President, Chief Financial Officer and Secretary |
May 5, 2021
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