Genesis Park Acquisition Corp. filed SEC Form 8-K: Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Changes in Control of Registrant, Completion of Acquisition or Disposition of Assets, Leadership Update, Financial Statements and Exhibits (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
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Introductory Note
On September 2, 2021, Redwire Corporation (“Redwire”) announced that the previously announced transactions contemplated by the Merger Agreement (as defined below) were consummated. In connection with the closing of the merger, the registrant changed its name from Genesis Park Acquisition Corp. (“GPAC”) to Redwire Corporation.
On September 9, 2021, Redwire filed a Current Report on Form 8-K (the “Original Form 8-K”) to report the closing of the transactions and related matters under Items 1.01, 2.01, 3.02, 4.01, 5.06, 8.01 and 9.01 of Form 8-K. Due to the large number of events to be reported under the specified items of Form 8-K, this Form 8-K/A is being filed to amend the Original Form 8-K to include additional matters related to the closing of the Merger under Items 3.03, 5.01, 5.02, 5.03 and 9.01 of Form 8-K. Capitalized terms used herein but not defined herein have the meanings given to such terms in the Original Form 8-K.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in Item 5.03 to this Report is incorporated herein by reference.
Item 5.01. Changes in Control of Registrant.
Reference is made to the disclosure described in the Proxy Statement/Prospectus in the section entitled “Business Combination Proposal” beginning on page 96, which is incorporated herein by reference. Further reference is made to the information contained in Item 2.01 to the Original Form 8-K, which is incorporated herein by reference.
Immediately after giving effect to the transactions, there were 59,661,273.00 shares of common stock of Redwire outstanding. As of such time, AE Red Holdings held 54% of the outstanding shares of common stock of Redwire.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth under in the Original Form 8-K under “Item 2.01. Completion of Acquisition or Disposition of Assets—Omnibus Incentive Plan” and “Form 10 Information—Directors and Executive Officers” is incorporated herein by reference. The foregoing section is supplemented by the disclosure below.
In connection with the Closing, Richard H. Anderson, Thomas Dan Friedkin, Paul W. Hobby, Andrea Fischer Newman, David N. Siegel and Wayne Gilbert West resigned as directors of GPAC, and Paul W. Hobby, Jonathan E. Baliff, David Bilger and Nicole M. Taylor resigned as officers of GPAC.
Amendment to 2021 Omnibus Incentive Plan
Effective September 2, 2021, the Compensation Committee of the Redwire Board approved the First Amendment to the Omnibus Plan, which is attached as Exhibit 10.9 to the Original Form 8-K and incorporated herein by reference, to clarify that, for awards granted on the closing date, the “Fair Market Value” (as defined in the Omnibus Plan) of the common stock underlying such award shall mean the closing price of the common stock reported on the New York Stock Exchange on the trading day immediately prior to the closing date.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 2, 2021, in connection with the Closing of the Business Combination, Redwire filed a certificate of incorporation (the “Charter”) with the Secretary of State of the State of Delaware and adopted bylaws (the “Bylaws”). The material terms of the Charter and the Bylaws and the general effect upon the rights of holders of Redwire’s capital stock are included in the Proxy Statement/Prospectus under the section entitled “Description of New Redwire Securities” beginning on page 296, which is incorporated by reference herein. The foregoing description of the Charter and Bylaws are a summary only and are qualified in its entirety by reference to the Charter and Bylaws, copies of which are attached as Exhibit 3.1 and Exhibit 3.2, respectively, to the Original Form 8-K and are incorporated by reference herein.
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Item 9.01. Financial Statement and Exhibits.
(a)-(b) Financial Statements.
Information responsive to Item 9.01(a) of Form 8-K is set forth in the financial statements included in the Proxy Statement/Prospectus beginning on page F-45 and in Exhibit 99.3 hereto, each of which is incorporated herein by reference. Certain unaudited pro forma condensed combined financial information is attached hereto as Exhibit 99.4, which is incorporated herein by reference.
(d) Exhibits.
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Exhibit |
Description | |
| 99.1* | Press Release, dated September 2, 2021. | |
| 99.2* | Redwire’s Management’s Discussion and Analysis of Financial Condition and Results of Operations. | |
| 99.3* | Unaudited financial statements. | |
| 99.4* | Unaudited pro forma financial statements. | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document). |
* Filed with Original Form 8-K.
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SIGNATURE
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.
| Dated: September 9, 2021 | REDWIRE CORPORATION | |
| By: | /s/ William Read | |
| Name: William Read | ||
| Title: Chief Financial Officer | ||
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