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): June 15, 2017
General Finance Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 001-32845 | 32-0163571 | |
| (Commission File Number) | (I.R.S. Employer Identification No.) | |
| 39 East Union Street | ||
| Pasadena, California | 91103 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(626) 584-9722
(Registrant’s Telephone Number, Including Area Code)
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 (See General Instruction A.2 below):
| ☐ | 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)) | |
EXPLANATORY NOTES
Certain References
References to “we,” “us,” “our” or the “Company” refer to General Finance Corporation, a Delaware corporation, and its consolidated subsidiaries. These subsidiaries include GFN U.S. Australasia Holdings, Inc., a Delaware corporation (“GFN U.S.”); GFN Insurance Corporation, an Arizona corporation (“GFNI”); GFN North America Leasing Corporation, a Delaware corporation; GFN North America Corp., a Delaware corporation; GFN Realty Company, LLC, a Delaware limited liability company; GFN Manufacturing Corporation, a Delaware corporation, and its subsidiary, Southern Frac, LLC, a Texas limited liability company (collectively “Southern Frac”); Royal Wolf Holdings Limited, an Australian corporation publicly traded on the Australian Securities Exchange (collectively with its Australian and New Zealand subsidiaries, “Royal Wolf”); Pac-Van, Inc., an Indiana corporation , and its Canadian subsidiary, PV Acquisition Corp., an Alberta corporation, doing business as “Container King” (collectively “Pac-Van”); and Lone Star Tank Rental Inc., a Delaware corporation (“Lone Star”).
TABLE OF CONTENTS
Page | |||||
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1 | |||
| Item 8.01 | Other Events | 1 | |||
| Item 9.01 | Financial Statements and Exhibits | 1 | |||
| Exhibit 99.1 | Press Release of General Finance Corporation dated June 15, 2017 |
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On June 15, 2017 General Finance Corporation (the “Company”) announced that it will appoint Jody Miller as the Chief Executive Officer of the Company effective January 1, 2018. Mr. Miller will assume responsibility for the Company’s global operations and will report directly to Ronald Valenta, Executive Chairman of the Board of Directors of the Company. The Company also announced that it will nominate Mr. Miller to serve on the board of directors commencing in December 2017. Mr. Valenta will resign as Chief Executive Officer effective January 1, 2018. The press release announcing Mr. Miller’s appointment is attached hereto as Exhibit 99.1.
| Item 8.01 | Other Events |
On June 15, 2017 General Finance Corporation (the “Company”) announced that it will appoint Jody Miller as the Chief Executive Officer of the Company effective January 1, 2018. Mr. Miller will assume responsibility for the Company’s global operations and will report directly to Ronald Valenta, Executive Chairman of the Board of Directors of the Company. The Company also announced that it will nominate Mr. Miller to serve on the board of directors commencing in December 2017. Mr. Valenta will resign as Chief Executive Officer effective January 1, 2018. The press release announcing Mr. Miller’s appointment is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit | Exhibit Description |
| 99.1 | Press Release of General Finance Corporation dated June 15, 2017 |
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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.
GENERAL FINANCE CORPORATION | ||||
| Dated: June 15, 2017 | By: | /s/ CHRISTOPHER A. WILSON | ||
| Christopher A. Wilson | ||||
| General Counsel, Vice President and Secretary | ||||
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EXHIBIT INDEX
| Exhibit | ||
| Number | Exhibit Description | |
| 99.1 | Press Release of General Finance Corporation dated June 15, 2017 |
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