SEC Info - Steel Connect, Inc. - ‘10-K’ for 7/31/19

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Steel Connect, Inc. – ‘10-K’ for 7/31/19 – ‘EX-4.2’

On: Tuesday, 10/15/19, at 5:02pm ET · For: 7/31/19 · Accession #: 1628280-19-12291 · File #: 1-35319

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/15/19  Steel Connect, Inc.               10-K        7/31/19  138:13M                                    Workiva Inc Wde… FA01/FA

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.04M 
 2: EX-4.2      Instrument Defining the Rights of Security Holders  HTML     61K 
 3: EX-10.51    Material Contract                                   HTML     95K 
 4: EX-21       Subsidiaries List                                   HTML     52K 
 5: EX-23.1     Consent of Experts or Counsel                       HTML     40K 
 6: EX-31.1     Certification -- §302 - SOA'02                      HTML     45K 
 7: EX-31.2     Certification -- §302 - SOA'02                      HTML     45K 
 8: EX-32.1     Certification -- §906 - SOA'02                      HTML     41K 
 9: EX-32.2     Certification -- §906 - SOA'02                      HTML     41K 
134: R1          Document and Entity Information                     HTML     72K  
59: R2          Consolidated Balance Sheets                         HTML    138K 
43: R3          Consolidated Balance Sheets (Parenthetical)         HTML     63K 
91: R4          Consolidated Statements of Operations               HTML    117K 
136: R5          Consolidated Statements of Comprehensive Income     HTML     61K  
                (Loss)                                                           
61: R6          Consolidated Statements of Stockholders' Equity     HTML     88K 
45: R7          Consolidated Statements of Cash Flows               HTML    145K 
89: R8          Nature of Operations                                HTML     51K 
138: R9          Summary of Significant Accounting Policies          HTML    155K  
110: R10         Property and Equipment                              HTML     59K  
93: R11         Acquisition of Iwco Direct                          HTML     82K 
19: R12         Goodwill and Intangible Assets                      HTML     50K 
65: R13         Accrued Expenses and Other Current Liabilities      HTML     68K 
111: R14         Debt                                                HTML    120K  
94: R15         Commitments and Contingencies                       HTML     79K 
20: R16         Defined Benefit Pension Plans                       HTML    151K 
66: R17         Revenue Recognition                                 HTML    185K 
109: R18         Other Gains (Losses), Net                           HTML     54K  
95: R19         Share-Based Payments                                HTML     94K 
42: R20         Income Taxes                                        HTML    149K 
58: R21         Accumulated Other Comprehensive Income              HTML     64K 
135: R22         Statement of Cash Flows Supplemental Information    HTML     58K  
90: R23         Stockholders' Equity                                HTML     58K 
44: R24         Fair Value Measurements                             HTML    126K 
60: R25         Segment Information                                 HTML     88K 
137: R26         Related Party Transactions                          HTML     55K  
92: R27         Parent Company Condensed Financial Information      HTML    138K 
46: R28         Summary of Significant Accounting Policies          HTML    156K 
                (Policies)                                                       
57: R29         Summary of Significant Accounting Policies          HTML    108K 
                (Tables)                                                         
63: R30         Property and Equipment (Tables)                     HTML     55K 
18: R31         Acquisition of Iwco Direct (Tables)                 HTML     77K 
97: R32         Goodwill and Intangible Assets (Tables)             HTML     47K 
113: R33         Accrued Expenses and Other Current Liabilities      HTML     65K  
                (Tables)                                                         
62: R34         Debt (Tables)                                       HTML     86K 
17: R35         Commitments and Contingencies (Tables)              HTML     72K 
96: R36         Defined Benefit Pension Plans (Tables)              HTML    194K 
112: R37         Revenue Recognition (Tables)                        HTML    161K  
64: R38         Other Gains (Losses), Net (Tables)                  HTML     50K 
16: R39         Share-Based Payments (Tables)                       HTML     85K 
55: R40         Income Taxes (Tables)                               HTML    140K 
41: R41         Accumulated Other Comprehensive Income (Tables)     HTML     63K 
78: R42         Statement of Cash Flows Supplemental Information    HTML     76K 
                (Tables)                                                         
125: R43         Fair Value Measurements (Tables)                    HTML    159K  
54: R44         Segment Information (Tables)                        HTML     89K 
40: R45         Parent Company Condensed Financial Information      HTML    140K 
                (Tables)                                                         
77: R46         NATURE OF OPERATIONS - Additional Information       HTML     72K 
                (Detail)                                                         
124: R47         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -        HTML     47K  
                Accounts Receivable (Details)                                    
56: R48         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -        HTML     82K 
                Additional Information (Detail)                                  
38: R49         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Cash   HTML     47K 
                and Cash Equivalents (Detail)                                    
28: R50         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -        HTML     51K 
                Components of Inventories (Detail)                               
75: R51         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -        HTML     55K 
                Estimated Useful Lives of Property Plant and                     
                Equipment (Detail)                                               
114: R52         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -        HTML     86K  
                Reconciliation of Earnings (Loss) Per Share                      
                (Detail)                                                         
98: R53         PROPERTY AND EQUIPMENT - At Cost (Detail)           HTML     61K 
29: R54         PROPERTY AND EQUIPMENT - Additional Information     HTML     55K 
                (Detail)                                                         
76: R55         ACQUISITION OF IWCO DIRECT - Additional             HTML     76K 
                Information (Detail)                                             
115: R56         ACQUISITION OF IWCO DIRECT - Summary of             HTML     91K  
                Preliminary Fair Value of Assets Acquired and                    
                Liabilities Assumed (Detail)                                     
99: R57         ACQUISITION OF IWCO DIRECT - Summary of Pro Forma   HTML     45K 
                Information (Detail)                                             
30: R58         GOODWILL AND INTANGIBLE ASSETS - Additional         HTML     58K 
                Information (Detail)                                             
74: R59         GOODWILL AND INTANGIBLE ASSETS - Schedule of        HTML     56K 
                Estimated Future Amortization Expense of                         
                Intangible Assets (Detail)                                       
130: R60         ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES -    HTML     61K  
                Components of Accrued Expenses (Detail)                          
82: R61         ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES -    HTML     52K 
                Components of Other Current Liabilities (Detail)                 
34: R62         ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES -    HTML     47K 
                Additional Information (Detail)                                  
49: R63         DEBT - Summary of Debt (Details)                    HTML     73K 
131: R64         DEBT - 5.25% Convertible Senior Note (Details)      HTML     67K  
83: R65         DEBT - Summary of Interest Expense Related to       HTML     54K 
                Convertible Notes (Detail)                                       
35: R66         DEBT - Net Carrying Value of Term Loan (Detail)     HTML     50K 
50: R67         DEBT - PNC Bank and Cerberus Credit Facility        HTML    105K 
                (Details)                                                        
127: R68         DEBT - 7.5% Convertible Note (Details)              HTML     66K  
87: R69         DEBT - Net Carrying Value of the Notes (Detail)     HTML     54K 
105: R70         COMMITMENTS AND CONTINGENCIES - Future Annual       HTML     67K  
                Minimum Payments (Detail)                                        
119: R71         COMMITMENTS AND CONTINGENCIES - Additional          HTML     52K  
                Information (Detail)                                             
71: R72         DEFINED BENEFIT PENSION PLANS - Additional          HTML     59K 
                Information (Detail)                                             
24: R73         DEFINED BENEFIT PENSION PLANS - Schedule of         HTML     72K 
                Defined Benefit Plan Assets Fair Value                           
                Measurements (Detail)                                            
104: R74         DEFINED BENEFIT PENSION PLANS - Aggregate Change    HTML     97K  
                in Benefit Obligation and Plan Assets (Detail)                   
118: R75         DEFINED BENEFIT PENSION PLANS - Information for     HTML     48K  
                Pension Plans with an Accumulated Benefit                        
                Obligation in Excess of Plan Assets (Detail)                     
70: R76         DEFINED BENEFIT PENSION PLANS - Components of Net   HTML     54K 
                Periodic Pension Cost (Detail)                                   
23: R77         DEFINED BENEFIT PENSION PLANS - Weighted Average    HTML     44K 
                Assumptions Used to Determine Benefit Obligations                
                (Detail)                                                         
100: R78         DEFINED BENEFIT PENSION PLANS - Weighted-Average    HTML     47K  
                Assumptions Used to Determine Net Periodic Pension               
                Cost (Detail)                                                    
122: R79         DEFINED BENEFIT PENSION PLANS - Summary of          HTML     52K  
                Expected Benefit Payments from Plans (Detail)                    
106: R80         REVENUE RECOGNITION - Disaggregated Revenue         HTML     73K  
                (Detail)                                                         
120: R81         REVENUE RECOGNITION - Additional Information        HTML     59K  
                (Detail)                                                         
73: R82         REVENUE RECOGNITION - Summary of Changes in         HTML     46K 
                Deferred Revenue (Detail)                                        
26: R83         REVENUE RECOGNITION - Performance Obligations       HTML     48K 
                (Details)                                                        
102: R84         REVENUE RECOGNITION - Cumulative Effect of the      HTML     90K  
                Changes to Consolidated Balance Sheet for the                    
                Adoption of Topic 606 (Detail)                                   
116: R85         REVENUE RECOGNITION - Impact of the Adoption on     HTML     90K  
                Consolidated Balance Sheet (Detail)                              
69: R86         REVENUE RECOGNITION - Impact of the Adoption on     HTML     70K 
                Consolidated Statement of Operations (Detail)                    
22: R87         Other Gains (LOSSES) , NET - Components of Other    HTML     50K 
                Gains (Losses), Net (Detail)                                     
101: R88         Other Gains (LOSSES) , NET - Additional             HTML     52K  
                Information (Detail)                                             
123: R89         SHARE-BASED PAYMENTS - Additional Information       HTML    106K  
                (Detail)                                                         
128: R90         SHARE-BASED PAYMENTS - Summary of Share-Based       HTML     47K  
                Compensation (Benefit) Expense Related to Employee               
                Stock Options, Employee Stock Purchases and                      
                Non-Vested Shares (Detail)                                       
80: R91         SHARE-BASED PAYMENTS - Summary of Option Activity   HTML     83K 
                (Detail)                                                         
33: R92         SHARE-BASED PAYMENTS - Summary of Activity of       HTML     64K 
                Nonvested Stock (Detail)                                         
48: R93         INCOME TAXES - Components of Loss from Continuing   HTML     46K 
                Operations before Provision for Income Taxes                     
                (Detail)                                                         
132: R94         INCOME TAXES - Components of Income Tax Expense     HTML     43K  
                (Detail)                                                         
84: R95         INCOME TAXES - Components of Income Tax Expense     HTML     70K 
                from Operations (Detail)                                         
37: R96         INCOME TAXES - Additional Information (Detail)      HTML     93K 
52: R97         INCOME TAXES - Components of Deferred Tax Assets    HTML     66K 
                and Liabilities (Detail)                                         
126: R98         INCOME TAXES - Difference of Income Tax Expense     HTML     75K  
                Attributable to Income from Continuing Operations                
                and Expense Computed using U.S. Federal Income Tax               
                (Detail)                                                         
86: R99         INCOME TAXES - Reconciliation of Beginning and      HTML     50K 
                Ending Balances of Total Amounts of Gross                        
                Unrecognized Tax Benefits (Detail)                               
32: R100        ACCUMULATED OTHER COMPREHENSIVE INCOME -            HTML     72K 
                Accumulated Other Comprehensive Income, Net of                   
                Income Taxes (Detail)                                            
47: R101        ACCUMULATED OTHER COMPREHENSIVE INCOME -            HTML     42K 
                Additional Information (Detail)                                  
129: R102        STATEMENT OF CASH FLOWS SUPPLEMENTAL INFORMATION -  HTML     51K  
                Reconciliation of Cash (Details)                                 
81: R103        STATEMENT OF CASH FLOWS SUPPLEMENTAL INFORMATION -  HTML     44K 
                Cash Used for Operating Activities Reflect Cash                  
                Payments for Interest and Income Taxes (Detail)                  
36: R104        STATEMENT OF CASH FLOWS SUPPLEMENTAL INFORMATION -  HTML     46K 
                Additional Information (Detail)                                  
51: R105        STOCKHOLDERS' EQUITY - Additional Information       HTML     94K 
                (Detail)                                                         
133: R106        FAIR VALUE MEASUREMENTS - Financial Assets          HTML     51K  
                Measured at Fair Value on Recurring Basis and                    
                Classified by Fair Value Hierarchy (Detail)                      
85: R107        FAIR VALUE MEASUREMENTS - Plan Assets Measured at   HTML     72K 
                Fair Value on Recurring Basis Classified by Fair                 
                Value Hierarchy (Detail)                                         
31: R108        FAIR VALUE MEASUREMENTS - Summary of Changes in     HTML     59K 
                Fair Value of Pension Plan Assets (Detail)                       
53: R109        FAIR VALUE MEASUREMENTS - Additional Information    HTML     51K 
                (Detail)                                                         
72: R110        FAIR VALUE MEASUREMENTS - Notes Payable not         HTML     43K 
                Carried at Fair Value (Detail)                                   
25: R111        SEGMENT INFORMATION - Additional Information        HTML     59K 
                (Detail)                                                         
107: R112        SEGMENT INFORMATION - Summarized Financial          HTML     60K  
                Information of Continuing Operations by Operating                
                Segment and Corporate-Level Activity (Detail)                    
121: R113        SEGMENT INFORMATION - Total Assets of Continuing    HTML     51K  
                Operations (Detail)                                              
68: R114        SEGMENT INFORMATION - Summarized Financial          HTML     46K 
                Information of Net Revenue from External Customers               
                by Group of Services (Detail)                                    
21: R115        RELATED PARTY TRANSACTIONS - Additional             HTML    111K 
                Information (Detail)                                             
103: R116        PARENT COMPANY CONDENSED FINANCIAL INFORMATION -    HTML     47K  
                Additional Information (Detail)                                  
117: R117        PARENT COMPANY CONDENSED FINANCIAL INFORMATION -    HTML    128K  
                Schedule of Balance Sheet (Detail)                               
67: R118        PARENT COMPANY CONDENSED FINANCIAL INFORMATION -    HTML     69K 
                Schedule of Balance Sheet -Additional Information                
                (Detail)                                                         
27: R119        PARENT COMPANY CONDENSED FINANCIAL INFORMATION -    HTML     76K 
                Schedule of Statements of Operations (Detail)                    
79: R120        PARENT COMPANY CONDENSED FINANCIAL INFORMATION -    HTML    115K 
                Schedule of Statements of Cash Flows (Detail)                    
39: XML         IDEA XML File -- Filing Summary                      XML    260K 
108: EXCEL       IDEA Workbook of Financial Reports                  XLSX    165K  
10: EX-101.INS  XBRL Instance -- stcn-20190731                       XML   3.63M 
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88: ZIP         XBRL Zipped Folder -- 0001628280-19-012291-xbrl      Zip    407K

‘EX-4.2’ — Instrument Defining the Rights of Security Holders

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

<! C: C:

Exhibit

EXHIBIT 4.2

Description of the Registrant’s Securities
Registered Pursuant to Section 12 of the
Securities Exchange Act of 1934

The following description of the common stock (the "Common Stock") of Steel Connect, Inc. (the “Company”) is only a summary of the material terms and provisions of the Common Stock and does not purport to be complete.

This summary is subject to and qualified in its entirety by reference to the Company's Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”) and our Fourth Amended and Restated Bylaws of the Company (the “Bylaws”), each of which are incorporated by reference as an exhibit to the Annual Report on Form 10-K to which this description is also an exhibit.

Our Certificate of Incorporation provides that we may issue up to 1,400,000,000 shares of Common Stock and 5,000,000 shares of preferred stock, both having par value $0.01 per share. As of October 1, 2019, 61,805,856 shares of Common Stock were issued and outstanding and 35,000 shares of preferred stock were issued and outstanding.

Each holder of our Common Stock is entitled to:


•	one vote per share on all matters submitted to a vote of the stockholders, subject to the rights of any preferred stock that may be outstanding;


•	dividends as may be declared by our board of directors (the “Board”) out of funds legally available for that purpose, subject to the rights of any preferred stock that may be outstanding; and


•	a pro rata share in any distribution of our assets after payment or providing for the payment of liabilities and the liquidation preference of any outstanding preferred stock in the event of liquidation.

The Certificate of Incorporation requires the affirmative vote of at least 75% of the outstanding shares or capital stock of the Company entitled to vote generally in the election of directors, voting together as a single class, to amend certain provisions of the Certificate of Incorporation and to approve certain business combinations.

The Board has seven members (each a “Director”) and is currently divided into three classes. A class of Directors is elected each year for a three-year term. Holders of our Common Stock have no cumulative voting rights, redemption rights or preemptive rights to purchase or subscribe for any shares of our Common Stock or other securities. All of the outstanding shares of Common Stock are fully paid and nonassessable. The rights, preferences and privileges of holders of our Common Stock are subject to, and may be adversely affected by, the rights of the holders of shares of any existing series of preferred stock and any series of preferred stock that we may designate and issue in the future. There are no redemption or sinking fund provisions applicable to our Common Stock.

The transfer agent for our Common Stock is American Stock Transfer & Trust Company, LLC.

Protective Amendment

On April 12, 2018, the Company filed a Certificate of Amendment of the Certificate of Incorporation with the Secretary of State of the State of Delaware that includes a protective amendment designed to protect the tax benefits of the Company's net operating loss carryforwards (the “Protective Amendment”). The Protective Amendment was approved by the Company’s stockholders on April 12, 2018.

The Protective Amendment amended Article Seventh of the Certificate of Incorporation to include restrictions on certain transfers of the Common Stock in order to protect the long-term value to the Company of its accumulated net operating losses and other tax benefits. The Protective Amendment’s transfer restrictions generally restrict any direct or indirect transfers of the Common Stock that increases the direct, indirect or constructive ownership of the Common Stock by any Person (as defined in the Protective Amendment) from less than 4.99% to 4.99% or more of the Common Stock, or that increases the percentage of the Common Stock owned directly, indirectly or constructively by a Person owning or deemed to own 4.99% or more of the Common Stock. Further, any direct or indirect transfer attempted in violation of the Protective Amendment will be void as of the date of the prohibited transfer as to the purported transferee.

Tax Benefits Preservation Plan and Series D Preferred Stock

The following description of rights is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to our Tax Benefits Preservation Plan and Certificate of Designation described below, each of which is incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this exhibit is a part. We encourage you to read our Tax Benefits Preservation Plan and Certificate of Designation for additional information.

On January 19, 2018, the Board adopted a Tax Benefits Preservation Plan (the “Plan”) with American Stock Transfer & Trust Company, LLC, as rights agent (the “Rights Agent”). In connection with the adoption of the Plan, the Board declared a dividend distribution of one right (a “Right”) for each outstanding share of Common Stock to stockholders of record at the close of business on January 29, 2018 (the “Record Date”). Each Right is governed by the terms of the Plan and entitles the registered holder to purchase from the Company a unit consisting of one one-thousandth of a share (a “Unit”) of Series D Junior Participating Preferred Stock, par value $0.01 per share (the “Series D Preferred Stock”), at a purchase price of $20.00 per Unit, subject to adjustment (the “Purchase Price”). The Plan is intended to help protect the Company’s ability to use its tax net operating losses and certain other tax assets (“Tax Benefits”) by deterring an “ownership change” as defined under Section 382 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder (the “Code”).

Exercise Period

Subject to certain exceptions specified in the Plan, the Rights will separate from the Common Stock and a distribution date (the “Distribution Date”) will occur upon the earlier of (i) ten (10)

business days following a public announcement that a person or group of affiliated or associated persons (an Acquiring Person, as defined below) has become a beneficial owner of 4.99% or more of the shares of Common Stock then outstanding (the “Stock Acquisition Date”) and (ii) ten (10) business days (or such later date as the Board shall determine) following the commencement of a tender offer or exchange offer that would result in a person or group becoming an Acquiring Person.

The definition of “Acquiring Person” contained in the Plan contains several exemptions, including for (i) the Company or any of its subsidiaries; (ii) any employee benefit plan of the Company, or of any subsidiary of the Company, or any person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan; (iii) any person who becomes a beneficial owner of 4.99% or more of the shares of Common Stock then outstanding as a result of a reduction in the number of shares of Common Stock by the Company or a stock dividend, stock split, reverse stock split or similar transaction, unless and until such person increases his ownership by any amount over such person’s lowest percentage stock ownership on or after the consummation of the relevant transaction; (iv) any person who, together with all affiliates and associates of such person, was a beneficial owner of 4.99% or more of the shares of Common Stock then outstanding on the date of the Plan or becomes a beneficial owner of 4.99% or more shares of Common Stock then outstanding as a result of a transaction pursuant to which such person received the Prior Approval of the Company, unless and until such person and its affiliates and associates increase their aggregate ownership by any amount over their lowest percentage stock ownership on or after the date of the Plan or decrease their aggregate percentage stock ownership below 4.99%; (v) any person who, within ten (10) business days of being requested by the Company to do so, certifies to the Company that such person became an Acquiring Person inadvertently or without knowledge of the terms of the Rights and who, together with all affiliates and associates, thereafter within ten (10) business days following such certification disposes of such number of shares of Common Stock so that it, together with all affiliates and associates, ceases to be an Acquiring Person; and (vi) any person that the Board has affirmatively determined shall not be deemed an Acquiring Person including as a result of an exemption request or a request for prior approval.

The Rights are not exercisable until the Distribution Date and will expire at the earliest of: (i) 11:59 p.m., New York City time, on January 18, 2021; (ii) the time at which the Rights are redeemed or exchanged as provided in the Plan, and (iii) the time at which the Board determines that the Plan is no longer necessary or desirable for the preservation of Tax Benefits.

Flip-in Trigger

In the event that a person or group of affiliated or associated persons becomes an Acquiring Person (unless the event causing such person or group to become an Acquiring Person is a transaction described under “Flip-over Trigger”, below), each holder of a Right will thereafter have the right to receive, upon exercise, Common Stock (or, in certain circumstances, cash, property or other securities of the Company) having a value equal to two times the exercise price of the Right. Notwithstanding the foregoing, following the occurrence of such an event, all Rights that are, or (under certain circumstances specified in the Plan) were, beneficially owned by any Acquiring Person will be null and void. However, Rights are not exercisable following the occurrence of such an event until such time as the Rights are no longer redeemable by the Company as set forth below.

Flip-over Trigger

In the event that, at any time following the Stock Acquisition Date, (i) the Company engages in a merger or other business combination transaction in which the Company is not the surviving corporation or (ii) the Company engages in a merger or other business combination transaction in which the Company is the surviving corporation and the Common Stock is changed or exchanged, each holder of a Right (except Rights that have previously been voided as set forth above) shall thereafter have the right to receive, upon exercise, common stock of the acquiring company having a value equal to two times the exercise price of the Right. The events set forth in this paragraph and in the next preceding paragraph are referred to as the “Triggering Events.”

Exchange Feature

At any time after a person becomes an Acquiring Person and prior to the acquisition by such person or group of fifty percent (50%) or more of the Common Stock then outstanding, the Board may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one (1) share of Common Stock, or one one-thousandth of a share of Series D Preferred Stock (or of a share of a class or series of the Company’s preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment).

Redemption Rights

At any time until ten (10) business days following the Stock Acquisition Date, the Company may, at its option, redeem the Rights in whole, but not in part, at a price of $0.001 per Right (payable in cash, Common Stock or other consideration deemed appropriate by the Board). Immediately upon the action of the Board ordering redemption of the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive the $0.001 redemption price.

Amendment of Rights

Any of the provisions of the Plan may be amended by the Board prior to the Distribution Date. After the Distribution Date, the provisions of the Plan may be amended by the Board in order to cure any ambiguity, to make changes that do not adversely affect the interests of holders of Rights, or to shorten or lengthen any time period under the Plan. The foregoing notwithstanding, no amendment may be made at such time as the Rights are not redeemable, except to cure any ambiguity or correct or supplement any provision contained in the Plan which may be defective or inconsistent with any other provision therein.

No Separate Rights

Until a Right is exercised, the holder thereof, as such, will have no separate rights as a stockholder of the Company, including the right to vote or to receive dividends in respect of the Rights.

Series D Preferred Stock Provisions

Each one one-thousandth of a share of Series D Preferred Stock, if issued:


•	will entitle the holder thereof to quarterly dividend payments of $0.001 or an amount equal to the dividend paid on one share of Common Stock, whichever is greater;


•	will, upon any liquidation of the Company, entitle the holder thereof to receive either $1.00 plus accrued and unpaid dividends and distributions to the date of payment or an amount equal to the payment made on one share of Common Stock;


•	will have the same voting power as one share of Common Stock; and


•	will, if shares of Common Stock are exchanged via merger, consolidation or a similar transaction, entitle holders to a per share payment equal to the payment made on one share of Common Stock.

On January 19, 2018, in connection with the adoption of the Plan, the Company filed a Certificate of Designation of Rights, Preferences and Privileges of Series D Junior Participating Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware. The Certificate of Designation sets forth the rights, powers and preferences of the Series D Preferred Stock.

Delaware Law

Delaware law requires the affirmative vote of a majority of the outstanding shares entitled to vote thereon to authorize certain extraordinary actions, such as mergers, consolidations, dissolutions of the corporation or an amendment to the certificate of incorporation of the corporation.

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

	1/18/21
Filed on:	10/15/19	8-K
	10/1/19
For Period end:	7/31/19	10-K/A
	4/12/18	4, 8-K
	1/29/18
	1/19/18	8-A12B, 8-K
		List all Filings

5 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/08/23  Steel Connect, Inc.               10-K        7/31/23  151:13M                                    Workiva Inc Wde… FA01/FA
11/09/22  Steel Connect, Inc.               10-K        7/31/22  131:11M                                    Workiva Inc Wde… FA01/FA
10/29/21  Steel Connect, Inc.               10-K        7/31/21  134:12M                                    Workiva Inc Wde… FA01/FA
 9/30/20  Steel Connect, Inc.               10-K        7/31/20  133:19M                                    Workiva Inc Wde… FA01/FA
 8/21/20  Steel Connect, Inc.               S-8         8/21/20    4:125K                                   EdgarAgents LLC/FA

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Filing Submission 0001628280-19-012291 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)