Current Report Filing (8-k)
01 August 2017 - 11:11PM
Edgar (US Regulatory)
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 1, 2017
UCP, INC.
(Exact name
of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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1-36001
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90-0978085
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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99 Almaden Boulevard
Suite 400
San Jose,
California
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95113
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (408)
207-9499
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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☐
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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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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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, as amended, or Rule
12b-2
of the Securities Exchange Act of 1934, as amended.
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 5.07.
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Submission of Matters to a Vote of Security Holders.
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UCP, Inc., a Delaware corporation (UCP
or the Company), held a special meeting of stockholders (the Special Meeting) on August 1, 2017. At the Special Meeting, the following matters were submitted to a vote of stockholders:
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1.
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The adoption of the Agreement and Plan of Merger, dated April 10, 2017 (as it may be amended from time to time, the Merger Agreement), by and among Century Communities, Inc., a Delaware corporation
(Century Communities), Casa Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Century Communities (Merger Sub), and the Company, pursuant to which the Company will merge with and into Merger Sub (the
Merger), at which time the separate corporate existence of the Company will end, and Merger Sub will survive the Merger as the surviving corporation; and
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2.
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The adjournment of the Special Meeting, or any adjournments thereof, to another time or place, if necessary or appropriate, as determined by UCP, to solicit additional proxies if there are insufficient votes at the time
of the Special Meeting or any adjournments thereof to adopt the Merger Agreement.
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At the close of business on June 9, 2017, the record
date for the determination of stockholders entitled to vote at the Special Meeting, there were 7,966,314 shares of the Companys Class A Common Stock, par value $0.01 per share (the Class A Common Stock), and 100 shares of
the Companys Class B Common Stock, par value $0.01 per share (the Class B Common Stock), outstanding and entitled to vote at the Special Meeting. Each share of Class A Common Stock was entitled to 1 vote on each
matter brought before the Special Meeting, and the 100 shares of Class B Common Stock were entitled, in the aggregate, to 10,401,722 votes on each matter brought before the Special Meeting. The holders of 5,477,503 shares of the Companys
Class A Common Stock and 100 shares of the Companys Class B Common Stock were represented in person or by proxy at the Special Meeting, constituting a quorum.
Proposal No.
1
Approval of the proposal to adopt the Merger Agreement
The vote with respect to the proposal to adopt the Merger Agreement was as follows:
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For
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Against
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Abstain
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Broker Non-Vote
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14,942,673
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936,252
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300
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0
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The Merger is expected to close on or about August 4, 2017.
Proposal No.
2
Adjournment of the Special Meeting, if necessary
As there were sufficient votes at the time of the Special Meeting to adopt the Merger Agreement, the adjournment proposal was rendered moot and was not
presented at the Special Meeting.
Item 7.01.
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Regulation FD Disclosure.
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On August 1, 2017, the Company issued a press release announcing that
its stockholders voted to adopt the Merger Agreement at the Special Meeting.
The full text of the press release is furnished herewith as Exhibit 99.1 to
this Current Report on Form
8-K.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit
No.
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Description
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99.1
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Press Release, dated August 1, 2017.
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1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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 1, 2017
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UCP, INC.
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By:
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/s/ James M. Pirrello
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Name:
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James M. Pirrello
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Title:
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Chief Financial Officer, Chief Accounting Officer and Treasurer
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EXHIBIT INDEX
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Exhibit
Number
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Description
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99.1
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Press Release, dated August 1, 2017.
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