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): January 19, 2021 (January 12, 2021)
HERITAGE GLOBAL INC.
(Exact name of registrant as specified in its charter)
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Florida |
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001-39471 |
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59-2291344 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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12625 High Bluff Drive, Suite 305, San Diego, California |
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92130 |
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(Zip Code) |
Registrant’s telephone number, including area code: (858) 847-0656
Not Applicable
(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 (see General Instruction A.2. below):
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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 (l7 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock, $0.01 Par Value |
HGBL |
Nasdaq Stock Market LLC |
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).
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. ☐
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Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 12, 2021, Allan Silber resigned as a Class II director and as the Chairman of the Board of Directors (the “Board”) of Heritage Global Inc. (the “Company”), effective as of the conclusion of the next meeting of the Board, expected to occur on March 4, 2021. Mr. Silber’s decision to resign was not the result of any disagreement between Mr. Silber and the Company, its management, the Board or any committee thereof, on any matter relating to the Company’s operations, policies or practices. Long-time director Samuel L. Shimer was elected by the Board to serve as Chairman upon Mr. Silber’s resignation.
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Item 7.01 |
Regulation FD Disclosure. |
On January 19, 2021, the Company issued a press release announcing the changes to the Board discussed in Item 5.02 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
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Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
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No. |
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Description |
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99.1 |
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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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HERITAGE GLOBAL INC. |
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Dated: January 19, 2021 |
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By: |
/s/ Scott A. West |
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Name: |
Scott A. West |
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Title: |
Chief Financial Officer (principal financial officer) |
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Exhibit 99.1
Samuel L. Shimer Named Chair of Heritage Global Board of Directors
SAN DIEGO, California (January 19, 2021) — Heritage Global Inc. (NASDAQ: HGBL) (“Heritage Global,” “HGI” or “the Company”), an asset services company specializing in financial and industrial asset transactions, today announced that Samuel L. Shimer has been elected Chair of its Board of Directors. Former Chair and Board of Directors member Allan C. Silber has resigned from Heritage Global’s board, effective at the close of the March board meeting, following a long tenure with, and stewardship of, the Company, to focus on other business commitments.
Sam Shimer joined the Heritage Global board in April 2001. He has enjoyed a long and distinguished career in the financial sector and currently serves as a Managing Director at SLC Capital Partners, a firm he co-founded in 2010 to make private debt, buyout and growth capital investments in smaller middle market companies. Before that he worked at number of private equity firms, including JHW Greentree Capital, a J.H. Whitney & Company SBIC fund, two merchant banking funds affiliated with Lazard Frères & Co., Centre Partners and Corporate Partners, and The Blackstone Group. He began his career at Drexel Burnham Lambert Incorporated after earning a Bachelor of Science in Economics from The Wharton School of the University of Pennsylvania. After leaving Drexel, Sam earned a MBA from Harvard Business School.
Heritage Global’s Chief Executive Officer Ross Dove commented, “We welcome Sam as our new Board Chair. He has been a key contributor to our progress, providing valuable perspective and insight during his years as a board member. With his comprehensive understanding of all elements of our business, we believe his leadership will complement our growth plans moving forward.”
“We thank Allan Silber for his countless contributions to Heritage Global during his many years of service and leadership on the Board of Directors. Our Company has benefitted from his extensive knowledge of the financial markets and our industry, and we wish him well as he focuses on his ongoing business commitments, as well as his continuing commitments in the leadership of several cultural, charitable and community-based organizations.”
About Heritage Global Inc. (www.heritageglobalinc.com)
Heritage Global Inc. (NASDAQ: HGBL) is an asset services company specializing in financial and industrial asset transactions. The company provides a full suite of services including market making, acquisitions, dispositions, valuations and secured lending. Heritage Global focuses on identifying, valuing, acquiring and monetizing underlying tangible and intangible assets across twenty-eight global sectors. The company acts as an adviser, as well as a principal, acquiring or brokering turnkey manufacturing facilities, surplus industrial machinery and equipment, industrial inventories, accounts receivable portfolios, intellectual property, and entire business enterprises.
Forward-Looking Statements
This communication includes forward-looking statements based on our current expectations and projections about future events. For these statements, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. While the Company believes the forward-looking statements contained in this communication are accurate, these forward-looking statements represent the Company’s beliefs only as of the date of this communication, and there are a number of factors that could cause actual events or results to differ materially from those indicated by such forward-looking statements, including variability in magnitude and timing of asset liquidation transactions, the impact of changes in the U.S. national and global economies, and interest rate and foreign exchange rate sensitivity, as well as other factors beyond the Company’s control. Unless required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements, which speak only as of the date of this release. For more details on factors that could affect these expectations, please see our filings with the Securities and Exchange Commission.
Company Contact:
Scott West
Chief Financial Officer
Heritage Global Inc.
858/847-0656
Investor Relations Contact:
John Nesbett/Jennifer Belodeau
IMS Investor Relations
203/972.9200
InvestorRelations@hginc.com