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): August
7, 2015
ATRM
Holdings, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
| Minnesota |
|
0-22166 |
|
41-1439182 |
(State or other
Jurisdiction
of Incorporation) |
|
(Commission
File
Number) |
|
(IRS Employer
Identification No.) |
| 3050
Echo Lake Avenue, Suite 300, Mahtomedi, Minnesota |
|
55115 |
| (Address of Principal
Executive Offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (651) 704-1800
N/A
(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 follow 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))
On
August 7, 2015, ATRM Holdings, Inc. (the “Company”) issued a press release announcing that it has set the terms for
its previously announced rights offering to holders of shares of its common stock. Upon commencement of the rights offering on
August 17, 2015, the Company will distribute to its shareholders as of 5:00 p.m., Eastern Time, on July 27, 2015, the record date,
one subscription right for each share of the Company’s common stock owned. Each subscription right will entitle the holder
to purchase one share of the Company’s common stock at a subscription price of $3.00 per share, with the subscription period
expiring at 5:00 p.m., Eastern Time, on September 16, 2015, unless extended. The rights offering also will include an over-subscription
privilege, which will entitle each rights holder that exercises its basic subscription rights in full to purchase additional shares
of common stock that remain unsubscribed at the expiration of the rights offering, subject to certain limitations. A copy of the
press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
This
Current Report on Form 8-K does not constitute an offer to sell, or the solicitation of an offer to buy, any securities, and there
will be no sale of any securities in any state in which such an offer, solicitation, or purchase would be unlawful prior to the
registration or qualification of such securities under the securities laws of any such state. The offer of the shares of common
stock issuable upon exercise of the rights to be distributed in the proposed rights offering will be made only by means of the
prospectus forming a part of the Company’s registration statement filed with the Securities and Exchange Commission, following
receipt of notice of effectiveness of the registration statement from the Securities and Exchange Commission, and related documents.
| Item
9.01. |
Financial
Statements and Exhibits. |
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 99.1 |
|
Press
Release, dated August 7, 2015. |
SIGNATURES
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.
| |
ATRM Holdings, Inc. |
| |
|
|
| Dated: August
7, 2015 |
By: |
/s/ Paul H.
Askegaard |
| |
Name: |
Paul H. Askegaard |
| |
Title: |
Chief Financial
Officer |
EXHIBIT
INDEX
| Exhibit
No. |
|
Description |
| |
|
|
| 99.1 |
|
Press
Release, dated August 7, 2015. |
Exhibit 99.1
ATRM
Announces TERMS FOR RIGHTS OFFERING
St. Paul, Minn (08/07/15)
— ATRM Holdings, Inc. (Nasdaq: ATRM) today announced that a Special Committee of its Board of Directors has set terms
for its previously announced rights offering to holders of shares of its common stock.
Upon commencement of the
rights offering on August 17, 2015, the Company will distribute to its shareholders as of 5:00 p.m., Eastern Time, on July 27,
2015, the record date, one subscription right for each share of the Company’s common stock owned. Each subscription right
will entitle the holder to purchase one share of the Company’s common stock at a subscription price of $3.00 per share, with
the subscription period expiring at 5:00 p.m., Eastern Time, on September 16, 2015, unless extended. The rights offering also will
include an over-subscription privilege, which will entitle each rights holder that exercises its basic subscription rights in full
to purchase additional shares of common stock that remain unsubscribed at the expiration of the rights offering, subject to certain
limitations. The Company expects to issue an aggregate of 1,246,473 shares of common stock in the rights offering, assuming the
rights offering is fully subscribed.
This press release does not
constitute an offer to sell, or the solicitation of an offer to buy, any securities, and there will be no sale of any securities
in any state in which such an offer, solicitation, or purchase would be unlawful prior to the registration or qualification of
such securities under the securities laws of any such state. The offer of the shares of common stock issuable upon exercise of
the rights to be distributed in the proposed rights offering will be made only by means of the prospectus forming a part of the
Company’s registration statement filed with the Securities and Exchange Commission, following receipt of notice of effectiveness
of the registration statement from the Securities and Exchange Commission, and related documents.
About ATRM Holdings, Inc.
ATRM Holdings, Inc. (Nasdaq: ATRM), through
its wholly-owned subsidiaries KBS Builders, Inc. and Maine Modular Haulers, Inc., manufactures modular housing units for commercial
and residential applications. ATRM is based in Mahtomedi, Minnesota, with facilities in South Paris and Waterford, Maine. ATRM’s
website is www.atrmholdings.com.
Forward-Looking Statements
This press release may contain “forward-looking
statements”, as such term is used within the meaning of the Private Securities Litigation Reform Act of 1995. These “forward-looking
statements” are not based on historical fact and involve assessments of certain risks, developments, and uncertainties in
the Company’s business looking to the future. Such forward-looking statements can be identified by the use of terminology
such as “may”, “will”, “should”, “expect”, “anticipate”, “estimate”,
“intend”, “continue”, or “believe”, or the negatives or other variations of these terms or
comparable terminology. Forward-looking statements may include projections, forecasts, or estimates of future performance and developments.
These forward-looking statements are based upon assumptions and assessments that the Company believes to be reasonable as of the
date hereof. Whether those assumptions and assessments will be realized will be determined by future factors, developments, and
events, which are difficult to predict and may be beyond the Company’s control. Actual results, factors, developments, and
events may differ materially from those the Company assumed and assessed. Risks, uncertainties, contingencies, and developments,
including those discussed in the Company’s filings with the SEC, could cause the Company’s future operating results
to differ materially from those set forth in any forward-looking statement. There can be no assurance that any such forward-looking
statement, projection, forecast or estimate contained can be realized or that actual returns, results, or business prospects will
not differ materially from those set forth in any forward-looking statement. Given these uncertainties, readers are cautioned not
to place undue reliance on such forward-looking statements. The Company disclaims any obligation to update any such factors or
to publicly announce the results of any revisions to any of the forward-looking statements contained herein to reflect future results,
events or developments.
Registration Statement
The Company has filed with the SEC a Registration
Statement on Form S-1 (including a preliminary prospectus) related to the rights offering, which has not been declared effective.
Securities may not be sold, nor may offers to buy be accepted, in the rights offering before the registration statement is declared
effective. At that time, a copy of the prospectus forming a part of the registration statement may be obtained, free of charge,
on the SEC website at www.sec.gov, or by contacting the information agent for the rights offering, InvestorCom, Inc., toll free
at (877) 972-0090. Before you invest, you should carefully read the prospectus and other documents the Company has filed with the
SEC for more complete information about the Company and the rights offering.
| Company Contact: |
Rights Offering Information Contact: |
| Paul Askegaard |
John Glenn Grau |
| ATRM Holdings, Inc. |
InvestorCom, Inc. |
| (651) 704-1812 |
(877) 972-0090 |