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): July 23, 2020
GRAF INDUSTRIAL CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38703 | 83-1138508 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
118 Vintage Park Blvd., Suite W-22
Houston, Texas 77070
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (281) 515-3517
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:
| ¨ | 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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Units, each consisting of one share of common stock and one redeemable warrant | GRAF.U | The New York Stock Exchange | ||
| Common stock, $0.0001 par value per share | GRAF | The New York Stock Exchange | ||
| Warrants, each exercisable for three-quarters of one share of common stock | GRAF WS | The New York Stock Exchange |
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. ¨
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On July 23, 2020, Graf Industrial Corp. (the “Company”) filed with the Secretary of State of the State of Delaware, an amendment (the “Extension Amendment”) to the Company’s second amended and restated certificate of incorporation to extend the date by which the Company has to consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses from July 31, 2020 to October 31, 2020 (the “Extension”). The Company’s stockholders approved the Extension Amendment at a special meeting of stockholders of the Company (the “Special Meeting”) on July 23, 2020. The foregoing description of the Extension Amendment is qualified in its entirety by the full text of the Extension Amendment, filed as Exhibit 3.1 hereto and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On July 23, 2020, at the Special Meeting, a total of 14,408,473 (82.10%) of the Company’s issued and outstanding shares of common stock held of record as of July 2, 2020, the record date for the Special Meeting, were present either in person or by proxy, which constituted a quorum. The Company’s stockholders voted on the following proposals at the Special Meeting, each of which were approved. The final vote tabulation for each proposal is set forth below.
| 1. | To approve and adopt the Extension Amendment. |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 14,384,988 | 3,165 | 20,320 | 0 |
2. | To approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment proposal. |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 14,383,520 | 3,539 | 21,414 | 0 |
Although this proposal would have received sufficient votes to be approved, no motion to adjourn was made because the adjournment of the Special Meeting was determined not to be necessary or appropriate.
After giving effect to the redemption of 1,105 shares of the Company’s common stock in connection with the Extension, there is approximately $117.3 million remaining in the Company’s trust account to consummate a business combination.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Amendment to Second Amended and Restated Certificate of Incorporation of Graf Industrial Corp. |
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.
| GRAF INDUSTRIAL CORP. | |||
| By: | /s/ James A. Graf | ||
| Name: James A. Graf | |||
| Title: Chief Executive Officer | |||
| Dated: July 23, 2020 | |||