INTRODUCTORY NOTE
On October 28, 2019, Virgin Galactic Holdings, Inc. (the “Company”) filed a Current Report on Form8-K (the “Original Report”) to report the closing of the Transactions and related matters under Items 1.01, 2.01, 3.02, 5.01, 5.02, 5.06, 8.01 and 9.01 of Form8-K. Due to the large number of events to be reported under the specified items of Form8-K, this Form8-K/A is being filed to amend the Original Report to include additional matters related to the closing of the Transactions under Items 3.03, 4.01 and 5.03 of Form8-K.
Capitalized terms used herein by not defined herein have the meanings given to such terms in the Original Report.
Item 3.03. Material Modification to Rights of Security Holders.
Immediately prior to the consummation of the Transactions, the Company filed a Certificate of Incorporation with the Secretary of State of the State of Delaware. The material terms of the Certificate of Incorporation and the general effect upon the rights of holders of SCH’s capital stock are discussed in the Proxy Statement/Prospectus in the sections titled “Domestication Proposal” beginning on page 137 and “Organizational Documents Proposals” beginning on page 140, which are incorporated by reference herein.
The disclosures set forth under the Introductory Note and in Item 2.01 of the Original Report are also incorporated herein by reference. A copy of the Certificate of Incorporation is included as Exhibit 3.1 to this Report and incorporated herein by reference.
Item 4.01 Changes in Registrant’s Certifying Accountant.
For accounting purposes, the Transactions are treated as a reverse acquisition and, as such, the historical financial statements of the accounting acquirer, the VG Companies, which have been audited by KPMG LLP, will become the historical financial statements of the Company. In a reverse acquisition, a change of accountants is presumed to have occurred unless the same accountant audited thepre-transaction financial statements of both the legal acquirer and the accounting acquirer, and such change is generally presumed to occur on the date the reverse acquisition is completed. The Audit Committee of the Company’s Board of Directors has not yet made a determination as to which accounting firm will serve as the Company’s independent registered public accounting firm following the Transactions and the Company will file a Current Report onForm 8-K as soon as this determination has been made.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Immediately prior to the consummation of the Transactions, the Company filed a Certificate of Incorporation with the Secretary of State of the State of Delaware. The material terms of the Certificate of Incorporation and theBy-Laws that took effect upon the filing of the Certificate of Incorporation with the Secretary of State of the State of Delaware are discussed in the Proxy Statement/Prospectus in the sections titled “Domestication Proposal” beginning on page 137 and “Organizational Documents Proposals” beginning on page 140, which are incorporated by reference herein.
Copies of the Certificate of Incorporation and theBy-Laws are included as Exhibits 3.1 and 3.2 to this Report, respectively, and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. | | Description |
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2.1+ | | Agreement and Plan of Merger, dated as of July 9, 2019, by and among SCH, Vieco 10 Limited, Foundation Sub 1, Inc., Foundation Sub 2, Inc., Foundation Sub LLC, TSC Vehicle Holdings, Inc., Virgin Galactic Vehicle Holdings, Inc. and Virgin Galactic Holdings, LLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form8-K filed October 28, 2019) |
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2.1(a)+ | | Amendment No. 1 to Agreement and Plan of Merger, dated as of October 2, 2019, by and among SCH, Foundation Sub 1, Inc., Foundation Sub 2, Inc., Foundation Sub LLC, Vieco 10 Limited, Vieco USA, Inc., TSC Vehicle Holdings, Inc., Virgin Galactic Vehicle Holdings, Inc. and Virgin Galactic Holdings, LLC (incorporated by reference to Exhibit 2.1(a) to the Registration Statement on FormS-4 (FileNo. 333-233098) filed October 3, 2019) |
