UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
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, 2020 (
(Exact name of Registrant as Specified in Its Charter)
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
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Registrant’s telephone number, including area code: (
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class |
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Name of each exchange on which registered |
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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
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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 26, 2020, a putative class action complaint was filed in the Court of Chancery of the State of Delaware (the “Court”) against Emerald Holding, Inc. (“Emerald”) and its directors, under the caption Steamfitters Local 449 Pension Plan v. Gilis et al., C.A. No. 2020-0522-JRS (the “Action”). The complaint alleged that the disclosures made in Emerald’s Form S-3 Registration Statement filed with the SEC on June 19, 2020, regarding the rights offering described therein, omitted certain material information. The Action sought, among other forms of relief, an injunction against the rights offering. On July 2, 2020, Emerald issued a Form 8-K containing supplemental disclosures that mooted the allegations in the Action and stating Emerald’s belief that such disclosures were not legally required or material. On July 17, 2020, the Court entered an order dismissing the Action as moot and retaining jurisdiction solely for the purpose of adjudicating the anticipated application of plaintiff’s counsel for an award of attorneys’ fees and reimbursement of expenses. Emerald subsequently agreed to pay $390,000 in attorneys’ fees and expenses to plaintiff’s counsel in full satisfaction of the claim for attorneys’ fees and expenses in the Action. On August 6, 2020, the Court entered an order closing the case, subject to Emerald filing an affidavit with the Court confirming that this notice has been issued. In entering the order, the Court was not asked to review, and did not pass judgment on, the payment of the attorneys’ fees and expenses or their reasonableness.
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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.
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Date: August 7, 2020 |
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EMERALD HOLDING, INC. |
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By: |
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/s/ Mitchell Gendel |
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Mitchell Gendel |
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General Counsel and Corporate Secretary |