0001140361-18-027695.txt : 20180607 0001140361-18-027695.hdr.sgml : 20180607 20180607164711 ACCESSION NUMBER: 0001140361-18-027695 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180604 ITEM INFORMATION: Other Events FILED AS OF DATE: 20180607 DATE AS OF CHANGE: 20180607 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STANDARD DIVERSIFIED INC. CENTRAL INDEX KEY: 0000911649 STANDARD INDUSTRIAL CLASSIFICATION: TOBACCO PRODUCTS [2100] IRS NUMBER: 561581761 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36696 FILM NUMBER: 18887008 BUSINESS ADDRESS: STREET 1: 155 MINEOLA BOULEVARD CITY: MINEOLA STATE: NY ZIP: 11501 BUSINESS PHONE: (516) 248-1100 MAIL ADDRESS: STREET 1: 155 MINEOLA BOULEVARD CITY: MINEOLA STATE: NY ZIP: 11501 FORMER COMPANY: FORMER CONFORMED NAME: STANDARD DIVERSIFIED OPPORTUNITIES INC. DATE OF NAME CHANGE: 20170602 FORMER COMPANY: FORMER CONFORMED NAME: SPECIAL DIVERSIFIED OPPORTUNITIES INC. DATE OF NAME CHANGE: 20130717 FORMER COMPANY: FORMER CONFORMED NAME: SPECIAL DIVERSIFIED OPPORTUNITIES INC DATE OF NAME CHANGE: 20130717 8-K 1 form8k.htm 8-K
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 4, 2018

STANDARD DIVERSIFIED INC.
(Exact name of registrant as specified in its charter)

Delaware
001-36696
56-1581761
(State or other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)

155 Mineola Boulevard
Mineola, NY
 
11501
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (516) 248-1100
________________________________

(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 8.01. Other Events.

On June 4, 2018, Standard Diversified Inc. (the “Registrant”) filed with the Secretary of State of the State of Delaware (the “Secretary of State”) a Certificate of Correction of the Registrant’s Sixth Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) certifying that the Certificate of Incorporation, when filed by the Registrant with the Secretary of State on August 18, 2017, should have stated in Article IV that the authorized shares of capital stock of the Registrant consisted of 50,000,000 shares of Preferred Stock, par value $0.01 per share (the “Preferred Stock”), 300,000,000 shares of Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), and 30,000,000 shares of Class B Common Stock, par value $0.01 per share (the “Class B Common Stock”), for a total of 380,000,000 shares of authorized capital stock, but instead stated that the authorized shares of capital stock of the Registrant consisted of 500,000,000 shares of Preferred Stock, 300,000,000 shares of Class A Common Stock and 30,000,000 shares of Class B Common Stock, for a total of 830,000,000 shares of authorized capital stock.

The filing of the Certificate of Correction with the Secretary of State corrects this error and confirms that the authorized shares of capital stock of the Registrant consist of 50,000,000 shares of Preferred Stock, 300,000,000 shares of Class A Common Stock and 30,000,000 shares of Class B Common Stock, for a total of 380,000,000 shares of authorized capital stock.

No shares of Preferred Stock are, or have been at any time since the filing of the Certificate of Incorporation, outstanding.
 

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.

 
STANDARD DIVERSIFIED INC.
  
       
Date: June 7, 2018
By:
/s/ Ian Estus
  
 
Name: Ian Estus
  
 
Title: President and Chief Executive Officer