Item 8.01 Other Events.
On March 1, 2023, Alta Equipment Group, Inc. (the “Company”), filed a petition in the Delaware Court of Chancery (the “Court of Chancery”) pursuant to Section 205 of the Delaware General Corporation Law (“DGCL”), seeking validation of the Company’s Third Amended and Restated Certificate of Incorporation (the “New Certificate of Incorporation”) and the shares issued pursuant thereto to resolve any uncertainty with respect to those matters (the “Section 205 Action”). A copy of the petition is attached hereto as Exhibit 99.1.
The Company’s petition under Section 205(d) of the DGCL is similar to several other petitions recently filed by other publicly traded companies with the Court of Chancery. In the case of the Company’s petition, it notes, among other items, that (1) subsequent to stockholder approval of the New Certificate of Incorporation on February 11, 2020 at a special meeting (the “Special Meeting”), the Company had not in fact issued any portion of the increase in authorized shares that was approved at the Special Meeting, and (2) although the Company did not disclose that a separate vote of the Class A Common Stock was required to approve the New Certificate of Incorporation, a majority of the Class A Common Stock had in fact approved the New Certificate of Incorporation at the Special Meeting.
On March 3, 2023, the Court of Chancery granted the Company’s motion for expedited proceedings in the Section 205 Action. The court of Chancery directed the Company (i) to file this Form 8-K, attaching the petition filed by the Company in the Section 205 Action; and (ii) to notify stockholders that the Court of Chancery will hold a final hearing to consider the merits of the petition filed by the Company in the Section 205 Action on March 17, 2023, at 9:15 a.m. Eastern Time, at the Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware 19801 (the “Section 205 Hearing”). This Form 8-K constitutes notice of the Section 205 Hearing. If any stockholder of the Company wishes to express a position on the Section 205 Action, such stockholders of the Company may (i) appear at the Section 205 Hearing or (ii) file a written submission with the Register in Chancery, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware 19801, referring to the case caption, In re Alta Equipment Group Inc., C.A. No. 2023-0261-LWW (Del. Ch.), in advance of the Section 205 Hearing, and any such written submission should be emailed to the Company’s counsel, Kevin M. Gallagher, Richards, Layton & Finger, P.A., at gallagher@rlf.com.
Forward Looking Statements
This report includes forward looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as “believes,” expects,” “intends,” “should,” “to be,” “wishes,” “requests,” or the negative of such terms, or other comparable terminology. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, which could cause actual results to differ materially from the forward-looking statements contained herein due to many factors. With respect to the matters addressed in this report, no assurances can be made regarding the outcome of our proceeding pursuant to Section 205 of the Delaware General Corporation Law or any claims, proceedings, or litigation regarding the authorization of our common stock. Our Section 205 proceeding is, and any other litigation regarding the authorization of our stock would be, subject to uncertainties inherent in the litigation process, and may not result in timely resolution of the uncertainty regarding our capitalization, if at all. If we are unsuccessful in the Section 205 proceeding, claims alleging that a portion of our Class A common stock was not authorized could have a material adverse effect on the Company, including on our ability to complete financing transactions. Additional information on potential factors that could affect the financial results of the Company and its forward-looking statements is included in its most recent Form 10-K and subsequent filings with the Securities and Exchange Commission. All forward-looking statements are qualified in their entirety by this cautionary statement. Any forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this report.