false 0000703604 0000703604 2023-05-30 2023-05-30

 

 

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 2, 2023

(May 30, 2023)

 

 

DISTRIBUTION SOLUTIONS GROUP, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   0-10546   36-2229304

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

   (I.R.S. Employer
Identification No.)

 

8770 W. Bryn Mawr Ave.,  
Suite 900, Chicago, Illinois   60631
(Address of Principal Executive Offices)   (Zip Code)

Registrants’ Telephone Number, including Area Code: (773) 304-5050

N/A

(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):

 

☐

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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

  

Trading
Symbol

  

Name of Each Exchange
on Which Registered

Common Stock, $1.00 par value   DSGR  

The Nasdaq Stock Market LLC

(Nasdaq Global Select Market)

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  ☐

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 7.01.

Regulation FD Disclosure.

On June 2, 2023, Distribution Solutions Group, Inc. (the “Company”) issued a press release announcing the closing of the rights offering (“Rights Offering”), which generated $100 million in gross proceeds for the Company.

The Rights Offering was fully subscribed (taking into account the exercise of over-subscription rights) and resulted in the issuance of 2,222,222 shares of common stock, par value $1.00 per share (“Common Stock”), at a purchase price of $45.00 per share. A total of approximately 23.348 million shares of Common Stock are outstanding as of the date hereof. Luther King Capital Management Corporation and its affiliates, including J. Bryan King, the Company’s Chairman, President and Chief Executive Officer (collectively, the “LKCM Affiliates”), exercised their basic subscription rights and over-subscription right in the Rights Offering. Following the completion of the Rights Offering, the LKCM Affiliates may be deemed to be the beneficial owner of approximately 78% of the issued and outstanding Common Stock as of the date hereof.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information set forth in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any other filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such other filing.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

The following are furnished as exhibits to this Current Report on Form 8-K:

 

Exhibit
No.		    Description
99.1    Press release dated June 2, 2023.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

 

    DISTRIBUTION SOLUTIONS GROUP, INC.
Date: June 2, 2023     By:  

/s/ Ronald J. Knutson

    Name:   Ronald J. Knutson
    Title:   Executive Vice President and Chief Financial Officer

 

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