(Address of Principal Executive Offices) (Zip Code)
(i831)
i274-6500
(Registrant’s Telephone Number, Including Area Code)+6
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:
i☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
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(s)
Name of Each Exchange on Which Registered
iCommon
Stock, par value $0.001 per share
iFOXF
iThe NASDAQ Stock Market LLC
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 i☐
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. ☐
Section 1 Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
As previously reported on a Form 8-K filed on October 31, 2018 by Fox Factory Holding Corp. (the “Company”), the Company plans to expand its manufacturing
and operations capacity in Hall County, Georgia. In furtherance of the foregoing, on July 24, 2019, the Company, through its subsidiary, Fox Factory, Inc. (the “Owner”), entered into a Standard Form of Agreement Between Owner and Design-Builder (the “Original Agreement”) with Carroll Daniel Construction Company (the “Design-Builder”) and on December 23, 2019, the Owner and the Design-Builder entered into Amendment No. 1 to the Original Agreement (the “Amendment” and together with the Original Agreement, the “Design-Build Agreement”). Pursuant to the Design-Build Agreement, the Design-Builder will provide design and construction services related to an approximately 336,000 square foot facility located in Gainesville, Georgia.
The
Company plans to use the facility for the manufacture of its products including vehicle shock absorbers. The Design-Build Agreement contains several design and construction milestone dates that began in June 2019. The Amendment includes a schedule that sets forth interim milestones, durations and material dates in relations to the performance and timing of the Design-Builder’s work. The Design-Build Agreement is subject to customary undertakings, covenants, obligations, rights, remedies and conditions.
Pursuant to and in accordance with the terms of the Design-Build Agreement and the Amendment, the Owner shall pay the stipulated sum of approximately $36.5 million for the Design-Builder’s performance of the Design-Build Agreement. Any additional costs will be addressed as they arise until the completion of the facility, which is currently expected to occur on or around August
31, 2020.
The foregoing description of the material terms of the Design-Build Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Design-Build Agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and Exhibit 10.2 and incorporated herein by reference.
Standard
Form of Agreement between Owner and Design-Builder, dated July 24, 2019 (the “Standard Form of Agreement”), by and between Fox Factory, Inc. and Carroll Daniel Construction Company.
Amendment No. 1 to the Standard Form of Agreement, dated December 23, 2019.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURE
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.
