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): August 30, 2019
Jason Industries, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-36051 | | 46-2888322 |
| (State or other jurisdiction | | (Commission | | (IRS Employer |
| of incorporation) | | File Number) | | Identification No.) |
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833 East Michigan Street, Suite 900
Milwaukee, Wisconsin | | 53202 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (414) 277-9300
(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))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.0001 par value per share | JASN
| The NASDAQ Stock Market LLC
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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 o
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 2.01 Completion of Acquisition or Disposition of Assets
On August 30, 2019, Jason Industries, Inc. (the "Company") completed the sale of its North American Fiber Solutions business (the "Business") to ACR II Motus Integrated Technologies Cooperatief U.A., Motus Pivot MX Holding B.V., Motus Pivot Holding B.V. and Motus Pivot Inc. (collectively, the "Motus Group"), pursuant to an agreement dated as of August 11, 2019, by and among Jason Incorporated and Jason International Holdings, Inc., which are indirect wholly owned subsidiaries of the Company, and the Motus Group (the "Agreement"), for a purchase price of $85.0 million, subject to certain adjustments as set forth in the Agreement (the "Transaction"). The final purchase price is subject to reduction by no more than $5 million dependent on the outcome of certain commercial activities with a measurement period ending October 31, 2019, and is also subject to a net working capital adjustment to be settled within 110 days of the closing date.
Item 8.01 Other Events
On August 30, 2019, the Company issued a press release announcing the closing of the sale of the Business. A copy of that press release is filed herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(b) Pro Forma Financial Information.
The unaudited pro forma consolidated financial statements of the Company as of June 28, 2019, for the six months ended June 28, 2019, and for each of the years ended December 31, 2018, 2017, and 2016 and notes thereto are filed as Exhibit 99.2 hereto and are incorporated herein by reference.
(d) Exhibits. The exhibits listed in the exhibit index below are being filed herewith:
EXHIBIT INDEX
Exhibit No. Description
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.
JASON INDUSTRIES, INC.
By: /s/ Chad M. Paris
Name: Chad M. Paris
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| Title: | Senior Vice President and Chief Financial Officer |
Date: September 5, 2019
