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): June 19, 2020
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STONEMOR INC. |
(Exact name of registrant as specified in its charter) |
|
| | |
Delaware | 001-39172 | 80-0103152 |
(State or other jurisdiction
of incorporation) | (Commission
File No.) | (IRS Employer
Identification No.) |
| | |
3600 Horizon Boulevard
Trevose, Pennsylvania | 19053 |
(Address of principal executive offices) | (Zip Code) |
| | |
(215) 826-2800 |
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:
| ☐ | 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 |
Common Stock, $0.01 par value per share | STON | 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 ☐
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 1.01. | Entry Into a Material Definitive Agreement. |
On June 19, 2020, StoneMor Inc. (the “Company”), American Cemeteries Infrastructure Investors, LLC (“ACII”), and certain funds and managed accounts for which Axar Capital Management, LP serves as investment manager (collectively, “Axar”) entered into an Amendment (the “Amendment”) of the Registration Rights Agreement dated January 30, 2020 (the “Agreement”). Under the terms of the Amendment, the parties agreed to amend the definition of “Shares” in the Agreement to include the New Common Shares (as defined in Item 3.02 of this report).
The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Amendment, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and is hereby incorporated herein by reference.
Item 3.02Unregistered Sales of Equity Securities.
On June 19, 2020, the Company completed the sale of an aggregate of 23,287,672 shares of its Common Stock (the “New Common Shares”) as contemplated by the previously reported Common Stock Purchase Agreement (the “Purchase Agreement”) dated May 27, 2020 by and among the Company, Axar Capital Management, LP (“Axar”), the accounts managed by Axar set forth on Schedule B thereto and one or more accounts managed by Axar designated by it (collectively, the “Purchasers”). The Company issued and sold to the Purchasers, and the Purchasers acquired and purchased from the Company, (a) 12,054,795 New Common Shares in exchange for the surrender of one hundred seventy-six (176) shares of Series A Preferred Stock, $0.01 par value per share, of the Company purchased on April 3, 2020, with a stated value of $8.8 million (an exchange ratio of 68,493.15 New Common Shares for each share of Series A Preferred Stock surrendered), and (b) 11,232,877 New Common Shares for a cash purchase price of $0.73 per share, an aggregate of $8,200,000.21. The Company offered and sold the New Common Shares in reliance upon the exemption from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof. The Company relied on this exemption from registration based in part on representations made by the Purchasers in the Purchase Agreement.
Item 9.01 | Financial Statements and Exhibits |
1
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 25, 2020 | STONEMOR INC. |
By:/s/ Jeffrey DiGiovanni
Jeffrey DiGiovanni
Senior Vice President and Chief Financial Officer
