Park-Ohio Holdings Corp. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
$PKOH
Industrial Specialties
Industrials
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 3, 2024
Commission file number: 000-03134
(Exact name of registrant as specified in its charter)
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| Item 8.01 | Other Events. | ||||
On June 3, 2024, Park-Ohio Holdings Corp., an Ohio corporation (the “Company”), filed with the Securities and Exchange Commission (the “SEC”) a prospectus supplement (the “Prospectus Supplement”) to the prospectus forming a part of the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-279399), declared effective by the SEC on May 23, 2024, with respect to the Company’s new “at the market” program (the “ATM Program”), pursuant to an equity distribution agreement, dated as of June 3, 2024 (the “Equity Distribution Agreement”), between the Company and KeyBanc Capital Markets Inc., as sales agent (the “Sales Agent”). Under the terms of the Equity Distribution Agreement, the Company may, from time to time, issue and sell shares of the Company’s common stock, par value $1.00 per share (the “Shares”), through the Sales Agent for aggregate sales proceeds of up to $50,000,000 through the ATM Program.
A copy of the Equity Distribution Agreement and the legal opinion of Jones Day relating to the Shares being offered pursuant to the Prospectus Supplement and Equity Distribution Agreement are filed as Exhibits 1.1 and 5.1, respectively, to this Current Report on Form 8-K.
The Board of Directors of the Company also approved the issuance and sale of up to 300,000 Shares in one or more private offerings from time to time to Edward F. Crawford and/or Matthew V. Crawford and/or their respective affiliates. The timing and extent to which the Company sells such Shares will depend upon market conditions and other considerations. The purchase price for any such Shares will be at least equal to the Nasdaq consolidated closing bid price of the Shares immediately preceding the agreement to purchase such Shares. Messrs. E. Crawford and M. Crawford and their respective affiliates may also purchase Shares on the open market.
| Item 9.01 | Financial Statements and Exhibits. | ||||
(d) Exhibits
| Exhibit Number | Description | |||||||
| 1.1 | ||||||||
| 5.1 | ||||||||
| 23.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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SIGNATURES
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.
| Park-Ohio Holdings Corp. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (Registrant) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dated: | June 3, 2024 | /s/ Robert D. Vilsack | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Robert D. Vilsack | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Chief Legal and Administrative Officer, Corporate Secretary | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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