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| SECURITIES AND EXCHANGE COMMISSION | |
| WASHINGTON, D.C. 20549 | |
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| FORM 8-K | |
| CURRENT REPORT | |
| PURSUANT TO SECTION 13 OR 15(d) OF THE | |
| SECURITIES EXCHANGE ACT OF 1934 | |
| COMMISION FILE NUMBER 0-19687 | |
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Date of Report (Date of earliest event reported): April 26, 2019 |
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| Synalloy Corporation | |
(Exact name of registrant as specified in its charter) |
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Delaware | | 57-0426694 |
(State or other jurisdiction of incorporation) | | (IRS Employer Identification No.) |
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4510 Cox Road, Suite 201, Richmond, Virginia | | 23060 |
(Address of principal executive offices) | | (Zip Code) |
| (804) 822-3260 | |
(Registrant's telephone number, including area code) |
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| INAPPLICABLE | |
(Exact name of registrant as specified in its charter) |
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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 (see General Instruction A.2. below): [ ] 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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. 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 7.01 REGULATION FD DISCLOSURE
On April 26, 2019, Synalloy Corporation (the “Company”) issued a press release to announce that its Board of Directors, after deliberation and careful consultation with its independent financial and legal advisors, unanimously rejected an unsolicited offer by Privet Fund Management LLC (“Privet”) for a proposed transaction whereby Privet would purchase all of the issued and outstanding shares of the Company not already owned by Privet. A copy of the press release is attached hereto as Exhibit 99.1.
In the interests of transparency to its stockholders, the Company is providing copies of its correspondence to date with Privet regarding this unsolicited offer herewith as Exhibits 99.2 and 99.3.
The information in this Current Report on Form 8-K, including the attached exhibits, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
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The following are filed as exhibits to this Current Report on Form 8-K: |
Exhibit No, | Description of Exhibit |
99.1 | Press Release dated April 26, 2019 |
99.2 | Letter from Privet Fund Management LLC to Synalloy Corporation, dated April 23, 2019 |
99.3 | Letter from Synalloy Corporation to Privet Fund Management LLC, dated April 26, 2019 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on behalf by the undersigned hereunto duly authorized.
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SYNALLOY CORPORATION |
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By: /S/ DENNIS M. LOUGHRAN |
Dennis M. Loughran |
Chief Financial Officer and Principal Accounting Officer |
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Dated: April 26, 2019 |
EXHIBIT INDEX