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 1, 2017
ASHFORD INC.
(Exact name of registrant as specified in its charter)
MARYLAND |
| 001-36400 |
| 46-5292553 |
(State or Incorporation) |
| (Commission File Number) |
| (I.R.S. Employer |
14185 Dallas Parkway, Suite 1100 |
| 75254 |
(Address of principal executive offices) |
| (Zip Code) |
Registrant’s telephone number, including area code: (972) 490-9600
N/A
(Former name or former address, if changed since last report)
Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 x
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. x
ITEM 7.01 REGULATION FD DISCLOSURE
On November 1, 2017, Ashford Inc. (“Ashford”) issued a press release announcing that it has completed the acquisition of a controlling interest in a privately held company that conducts the business of J&S Audio Visual in the United States, Mexico and the Dominican Republic for approximately $9.2 million in cash, $4.3 million of Ashford common stock and $9.5 million in assumed debt (excluding transaction costs, working capital adjustments, and contingent consideration). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The information in this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit Number |
| Description |
99.1 |
|
SIGNATURE
Pursuant to the requirements of Section 12 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.
Dated: November 1, 2017
| ASHFORD INC. | |
|
| |
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| By: | /s/ David A. Brooks |
|
| David A. Brooks |
|
| Chief Operating Officer and General Counsel |
