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): December 15, 2016
MCBC Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware | | 001-37502 | | 06-1571747 |
(State or Other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
100 Cherokee Cove Drive
Vonore, Tennessee | | 37885 |
(Address of Principal Executive Offices) | | (Zip Code) |
(423) 884-2221
(Registrant’s telephone number, including area code)
Not applicable
(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:
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)).
Item 8.01. Other Events.
On December 15, 2016, MCBC Holdings, Inc. (the “Company”) entered into an agreement (the “Underwriting Agreement”) with B. Riley and Co., LLC (the “Underwriter”), and entities associated with Wayzata Investment Partners (collectively, the “Selling Stockholders”), whereby the Selling Stockholders agreed to sell and the Underwriter agreed to purchase, subject to and upon the terms and conditions set forth in the Underwriting Agreement, 1,500,000 shares of the Company’s common stock, $0.01 par value per share, at a public offering price of $13.45 per share, less discounts and commissions of $0.34 per share.
The Underwriting Agreement contains customary representations, warranties and agreements of the Company and the Selling Stockholders and customary indemnification rights and obligations of the parties.
The Company will not receive any proceeds from the offering. The offering was made pursuant to the Company’s effective registration statement on Form S-3, as amended (Registration No. 333- 212812). A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
1.1 Underwriting Agreement
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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.
| MCBC HOLDINGS, INC. |
| |
| |
Dated: December 21, 2016 | /s/ Timothy M. Oxley |
| Timothy M. Oxley |
| |
| Chief Financial Officer, Treasurer and Secretary |
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EXHIBIT INDEX
Exhibit No. | | Description |
| | |
Exhibit 1.1 | | Underwriting Agreement, dated December 15, 2016, by and among MCBC Holdings, Inc., B. Riley and Co., LLC and the Selling Stockholders named therein. |
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