SELECT INTERIOR CONCEPTS, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2021-10-21: Form 8-K; Period of report 2021-10-21; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 2.01.
- 2021-10-19: Form 8-K; Period of report 2021-10-19; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
- 2021-10-13: Form 8-K; Period of report 2021-10-13; Description 8.01 Other Events; Details 8.01.
- 2021-08-10: Form 8-K; Period of report 2021-08-08; Description 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2021-10-21 | 8-K | 2021-10-21 | 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 2.01 At the effective time of the Merger (the “Effective Time”), (i) each issued and outstanding share (each, a “Share”) of Class A Common Stock, par value $0.01 per share (“Company Stock”), was cancelled and converted into the right to receive $14.50 per Share in cash, without interest (the “Merger Consideration”), (ii) each outstanding service-based restricted stock unit of the Company (each, a “Company RSU”) was canceled, and each holder of each such Company RSU received the right to receive for each such Company RSU an amount in cash equal to the Merger Consideration, (ii) each outstanding performance-based restricted stock unit of the Company (each, a “Company PSU”) was canceled, and the each holder for each such Company PSU received the right to receive for each such Company PSU an amount in cash equal to the Merger Consideration and (iii) each outstanding restricted share of Company Stock (collectively, “Company Restricted Stock”) was canceled, and each holder of each such Company Restricted Stock received the right to receive for each such Company Restricted Stock an amount in cash equal to the Merger Consideration. 3.01 In connection with the consummation of the Merger, the Company notified representatives of The Nasdaq Stock Market LLC (Nasdaq Capital Market) (“NASDAQ”) that the Merger had been completed and requested that NASDAQ delist the Company Stock. 3.03 The information set forth in the Introductory Note and Items 2.01, 3.01, 5.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. 5.01 The information set forth in the Introductory Note and under Items 2.01 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01. 5.02 Pursuant to the Merger Agreement, at the Effective Time, all of the members of the Company’s board of directors (which consisted of Donald McAleenan, Robert Scott Vansant, S. Tracy Coster, Bryant Riley and Brett Wyard) ceased to be directors of the Company. | brhc10029974_8k.htm |
| 2021-10-19 | 8-K | 2021-10-19 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 Select Interior Concepts, Inc. (the “Company”) held its Special Meeting of Stockholders on October 19, 2021 (the “Special Meeting”). | brhc10029930_8k.htm |
| 2021-10-13 | 8-K | 2021-10-13 | 8.01 Other Events | 8.01 This is a supplement to the Definitive Proxy Statement on Schedule 14A filed by Select Interior Concepts, Inc., a Delaware corporation (the “Company” or “SIC”), with the Securities and Exchange Commission (the “SEC”) on September 15, 2021 (the “Definitive Proxy Statement”), and mailed to the Company’s stockholders in connection with the solicitation of proxies for use at a special meeting of the Company’s stockholders scheduled to be held on October 19, 2021. | brhc10029806_8k.htm |
| 2021-08-10 | 8-K | 2021-08-08 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 7.01 On August 9, 2021, the Company issued a press release announcing that it had entered into the Merger Agreement. | ck1723866-8k_20210808.htm |
| 2021-08-09 | 8-K | 2021-08-09 | 2.02 Results of Operations and Financial Condition | 2.02 On August 9, 2021, Select Interior Concepts, Inc. (the “Company”) issued a press release announcing its results of operations and financial condition as of and for the three months ended June 30, 2021. | ck1723866-8k_20210809.htm |
| 2021-07-06 | 8-K | 2021-06-30 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | ck1723866-8k_20210630.htm | |
| 2021-06-09 | 8-K | 2021-06-09 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 The Annual Meeting of Stockholders (“Annual Meeting”) of Select Interior Concepts, Inc. (the “Company”) was held on Wednesday, June 9, 2021. | ck1723866-8k_20210609.htm |
| 2021-05-10 | 8-K | 2021-05-09 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 7.01 On May 10, 2021, the Company issued a press release announcing that it had entered into the Purchase Agreement. | ck1723866-8k_20210509.htm |
| 2021-05-06 | 8-K | 2021-05-06 | 2.02 Results of Operations and Financial Condition | 2.02 On May 6, 2021, Select Interior Concepts, Inc. (the “Company”) issued a press release announcing its results of operations and financial condition as of and for the three months ended March 31, 2021. | ck1723866-8k_20210506.htm |
| 2021-03-15 | 8-K | 2021-03-15 | 2.02 Results of Operations and Financial Condition | 2.02 On March 15, 2021, Select Interior Concepts, Inc. (the “Company”) issued a press release announcing its results of operations and financial condition as of and for the year ended December 31, 2020. | ck1723866-8k_20210315.htm |
| 2021-03-01 | 8-K | 2021-03-01 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 1, 2021, Select Interior Concepts, Inc. (the “Company”) announced that it has appointed Karl Adrian to serve as President - RDS, effective immediately. | ck1723866-8k_20210301.htm |
| 2020-12-07 | 8-K | 2020-12-07 | 7.01 Regulation FD Disclosure | 7.01 Select Interior Concepts, Inc. (“SIC”) is scheduled to participate in the Truist 2020 Industrials and Services Summit on Tuesday, December 8, 2020. | ck1723866-8k_20201207.htm |
| 2020-11-06 | 8-K | 2020-11-05 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On November 5, 2020, Select Interior Concepts, Inc. (the “Company”) announced that Nadeem Moiz, the Company’s Chief Financial Officer, has been appointed to serve as the Company’s Chief Operating Officer, in addition to his continuing role as Chief Financial Officer. | ck1723866-8k_20201105.htm |
| 2020-11-05 | 8-K | 2020-11-05 | 2.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 2.02 On November 5, 2020, Select Interior Concepts, Inc. (the “Company”) issued a press release announcing its results of operations and financial condition as of and for the three and nine months ended September 30, 2020. 5.02 On November 5, 2020, the Company announced that Kendall R. Hoyd has resigned from his position as President of SIC’s wholly-owned subsidiary doing business as Residential Design Services (“RDS”), effective as of January 4, 2021, to pursue interests outside of the Company. | ck1723866-8k_20201105.htm |
| 2020-08-06 | 8-K | 2020-08-06 | 2.02 Results of Operations and Financial Condition | 2.02 On August 6, 2020, Select Interior Concepts, Inc. (the “Company”) issued a press release announcing its results of operations and financial condition as of and for the three and six months ended June 30, 2020. | ck1723866-8k_20200806.htm |
| 2020-07-27 | 8-K | 2020-07-27 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On July 27, 2020, Select Interior Concepts, Inc. (the “Company”) announced that it has appointed Patrick Dussinger to serve as President - ASG, effective immediately. | ck1723866-8k_20200727.htm |
| 2020-06-30 | 8-K | 2020-06-30 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On June 30, 2020, the Board of Directors (the “Board”) of Select Interior Concepts, Inc. (the “Company”) (i) increased the size of the Board from five (5) directors to six (6) directors and (ii) elected Mr. L.W. Varner, the Company’s Chief Executive Officer, as a member of the Board effective immediately. | ck1723866-8k_20200630.htm |
| 2020-06-19 | 8-K | 2020-06-16 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 The Annual Meeting of Stockholders (“Annual Meeting”) of Select Interior Concepts, Inc. (the “Company”) was held on Tuesday, June 16, 2020. | ck1723866-8k_20200616.htm |
| 2020-06-09 | 8-K | 2020-06-09 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On June 9, 2020, Select Interior Concepts, Inc. (the “Company”) announced that its Board of Directors has appointed L.W. Varner to serve as its Chief Executive Officer, effective immediately. 8.01 The Company also announced that it plans to adjourn its annual meeting of stockholders, originally scheduled to be held on June 10, 2020, to provide its shareholders with additional time to consider the proposals to be considered at the annual meeting in light of the appointment of Mr. Varner as the Company’s CEO and Mr. Johnson’s resignation as CEO and a director of the Company. | ck1723866-8k_20200609.htm |
| 2020-05-21 | 8-K | 2020-05-21 | 2.02 Results of Operations and Financial Condition | 2.02 On May 21, 2020, Select Interior Concepts, Inc. (the “Company”) issued a press release announcing its results of operations and financial condition as of and for the three months ended March 31, 2020. | ck1723866-8k_20200331.htm |
| 2020-05-05 | 8-K | 2020-05-05 | 8.01 Other Events | 8.01 The Securities and Exchange Commission (the “SEC”) issued an Order under Section 36 of the Securities Exchange Act of 1934 Modifying Exemptions From the Reporting and Proxy Delivery Requirements for Public Companies, dated March 25, 2020 (Release No. 34-88465) (the “Order”), which provides conditional relief to public companies that are unable to timely comply with their filing obligations as a result of the novel coronavirus (“COVID-19”) pandemic. | ck1723866-8k_20200505.htm |
| 2020-04-13 | 8-K | 2020-04-08 | 1.01 Entry into a Material Definitive Agreement; 2.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 2.02 On April 13, 2020, the Company issued a press release regarding the coronavirus (COVID-19) pandemic. 5.02 Committee of the Board (the “Audit Committee”), effective immediately. 7.01 On April 13, 2020, the Company issued a press release regarding the conclusion of the strategic alternatives process. | ck1723866-8k_20200408.htm |
| 2020-03-19 | 8-K | 2020-03-16 | 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events | 2.03 As previously disclosed, in June 2018, Select Interior Concepts, Inc. (the “Company”), and certain of its subsidiaries entered into an amended and restated loan, security and guaranty agreement, dated as of June 28, 2018, (“SIC Credit Facility”), with the Bank of America, N.A., as lender (“Bank of America”). 8.01 On February 7, 2020, Architectural Granite & Marble, LLC and Pental Granite and Marble, LLC (together, the “Borrowers”), each a subsidiary of Select Interior Concepts, Inc. entered into that certain Eighth Amendment to Financing Agreement (the “Eighth Amendment”) with the financial institutions party thereto, as lenders, and Cerberus Business Finance, LLC (“Cerberus”), as agent for the lenders. | ck1723866-8k_20200316.htm |
| 2020-03-16 | 8-K | 2020-03-13 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 13, 2020, Select Interior Concepts, Inc. (the “Company”) entered into retention agreements (“Retention Agreements”) with each of its executive officers (Tyrone Johnson, Nadeem Moiz, Kendall R. Hoyd and Shawn K. Baldwin). | ck1723866-8k_20200313.htm |
| 2020-03-12 | 8-K | 2020-03-12 | 2.02 Results of Operations and Financial Condition | 2.02 On March 12, 2020, Select Interior Concepts, Inc. (the “Company”) issued a press release announcing its results of operations and financial condition as of and for the year ended December 31, 2019. | ck1723866-8k_20200312.htm |
| 2019-12-12 | 8-K | 2019-12-12 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On December 12, 2019, Select Interior Concepts, Inc. (the “Company”) announced that Sunil Palakodati will resign from his position as President of SIC’s wholly-owned subsidiary doing business as Architectural Surfaces Group (“ASG”), effective as of January 31, 2020, to pursue interests outside of the Company. | ck1723866-8k_20191212.htm |
| 2019-11-22 | 8-K | 2019-11-21 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 Entry into a Material Definitive Agreement. 5.02 On November 22, 2019, Select Interior Concepts, Inc. (the “Company”) announced that the Board of Directors (the “Board”) elected Mr. Bryant Riley as a member of the Board effective November 22, 2019. | ck1723866-8k_20191122.htm |
| 2019-11-05 | 8-K | 2019-11-05 | 2.02 Results of Operations and Financial Condition | 2.02 On November 5, 2019, Select Interior Concepts, Inc. (the “Company”) issued a press release announcing its results of operations and financial condition as of and for the three and nine months ended September 30, 2019. | ck1723866-8k_20191105.htm |
| 2019-08-21 | 8-K | 2019-08-19 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth under the heading “Third Amendment to Financing Agreement with Bank of America, N.A.” in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference in this Item 2.03. | ck1723866-8k_20190819.htm |
| 2019-08-08 | 8-K | 2019-08-08 | 2.02 Results of Operations and Financial Condition | 2.02 On August 8, 2019, Select Interior Concepts, Inc. (the “Company”) issued a press release announcing its results of operations and financial condition as of and for the three and six months ended June 30, 2019. | ck1723866-8k_20190630.htm |
| 2019-07-17 | 8-K | 2019-07-12 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On July 12, 2019, Select Interior Concepts, Inc. (the “Company”) entered into retention agreements (“Retention Agreements”) with each of its executive officers, including Tyrone Johnson, Nadeem Moiz, Kendall R. Hoyd, Sunil Palakodati and Shawn K. Baldwin. | ck1723866-8k_20190718.htm |
| 2019-05-17 | 8-K | 2019-05-15 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 (a) The Annual Meeting of Stockholders of Select Interior Concepts, Inc. (the “Company”) was held on Wednesday, May 15, 2019 in Atlanta, Georgia. | ck0001723866-8k_20190517.htm |
| 2019-05-14 | 8-K | 2019-05-13 | 7.01 Regulation FD Disclosure | 7.01 On May 13, 2019, Select Interior Concepts, Inc. (the “Company”) issued a press release announcing the formation of a transaction committee of the Company’s Board of Directors to evaluate strategic alternatives. | ck0001723866-8k_20190513.htm |
| 2019-05-10 | 8-K | 2019-05-10 | 2.02 Results of Operations and Financial Condition | 2.02 On May 10, 2019, Select Interior Concepts, Inc. (the “Company”) issued a press release announcing its results of operations and financial condition as of and for the three months ended March 31, 2019. | ck0001723866-8k_20190510.htm |
| 2019-03-20 | 8-K | 2019-03-20 | 7.01 Regulation FD Disclosure | 7.01 Select Interior Concepts, Inc. has made available on its corporate website (www.selectinteriorconcepts.com) its most recent investor presentation. | ck0001723866-8k_20190320.htm |
| 2019-03-15 | 8-K | 2019-03-15 | 2.02 Results of Operations and Financial Condition | 2.02 On March 15, 2019, Select Interior Concepts, Inc. (the “Company”) issued a press release announcing its results of operations and financial condition as of and for the three months and full year ended December 31, 2018. | ck0001723866-8k_20190315.htm |
| 2019-03-06 | 8-K | 2019-03-01 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 8.01 Other Events | 1.01 On March 1, 2019, L.A.R.K. Industries, Inc. (“LARK”), a wholly-owned subsidiary of Select Interior Concepts, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Intown Purchase Agreement”) with Intown Design, Inc., Intown Granite of Charlotte, Inc., and Granitec, LLC, (collectively, “Intown”), and Don Zahnle. 2.01 On March 1, 2019, pursuant to the Intown Purchase Agreement, LARK acquired substantially all of the assets of Intown, an installer of residential and light commercial countertops and cabinets, for approximately $11 million in cash at closing (subject to post-closing purchase price true-up adjustments), and an earn-out amount based on the achievement of EBITDA thresholds set forth in the Intown Purchase Agreement. 8.01 On March 5, 2019, the Company issued a press release announcing the consummation of the Intown Acquisition. | ck0001723866-8k_20190301.htm |
| 2019-02-08 | 8-K | 2019-02-06 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On February 7, 2019, Select Interior Concepts, Inc. (the “Company”) announced the election of J. David Smith as a director and as Chairman of the Company’s Board of Directors (the “Board”), effective on February 6, 2019. 8.01 The Company’s 2019 annual meeting of stockholders (the “2019 Annual Meeting”) has been scheduled for May 15, 2019 at 10am Eastern Time. | ck0001723866-8k_20190206.htm |
| 2019-01-04 | 8-K | 2018-12-31 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.01 On December 31, 2018, pursuant to the TAC Purchase Agreement, LARK acquired 100% of the issued and outstanding equity interests of TAC, a company specializing in the installation of tile products, hardwood flooring carpet and vinyl, for a purchase price of (a) approximately $42.5 million in cash, subject to post-closing purchase price true-up adjustments, and (b) if Adjusted EBITDA is greater than the Adjusted EBITDA Threshold, earn-out consideration equal to an aggregate amount of $0.50 for each dollar of Adjusted EBITDA, plus one dollar for each dollar by which the Adjusted EBITDA exceeds the Adjusted EBITDA Threshold, subject to the terms and conditions of the earn-out provisions in the TAC Purchase Agreement. 2.03 The information set forth under the heading “Fifth Amendment to Financing Agreement with Cerberus Business Finance, LLC” in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference in this Item 2.03. 8.01 On January 3, 2019, the Company issued a press release announcing the consummation of the TAC Acquisition. | ck0001723866-8k_20181231.htm |
| 2018-11-16 | 8-K | 2018-11-13 | 2.02 Results of Operations and Financial Condition | 2.02 On November 13, 2018, Select Interior Concepts, Inc. (the “Company”) hosted a conference call at 9:00 a.m. | d652405d8k.htm |
| 2018-11-13 | 8-K | 2018-11-13 | 2.02 Results of Operations and Financial Condition | 2.02 On November 13, 2018, Select Interior Concepts, Inc. (the “Company”) issued a press release announcing its results of operations and financial condition as of and for the three and nine months ended September 30, 2018. | ck0001723866-8k_20181113.htm |
| 2018-09-07 | 8-K | 2018-08-31 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets | 1.01 Entry into a Material Definitive Agreement. 2.01 On August 31, 2018, pursuant to the Summit Purchase Agreement, LARK acquired substantially all of the assets of Summit, a company specializing in design center selections and the installation of countertops, flooring and other products for residential and commercial applications in central Texas, for a purchase price of approximately $16 million in cash (subject to post-closing purchase price true-up adjustments), and up to an aggregate amount of $3.5 million in earn-out consideration (subject to the terms and conditions of the earn-out provisions in the Summit Purchase Agreement). | d619226d8k.htm |
| 2018-09-06 | 8-K | 2018-09-06 | 2.02 Results of Operations and Financial Condition | 2.02 On September 6, 2018, Select Interior Concepts, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended June 30, 2018. | d590458d8k.htm |
| 2018-08-17 | 8-K | 2018-08-13 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On August 13, 2018, Select Interior Concepts, Inc. (the “Company”) appointed Ms. S. Tracy Coster, age 56, to the board of directors of the Company (the “Board”), effective the same date. | d610944d8k.htm |