SEC Info - Distribution Solutions Group, Inc. - ‘10-K’ for 12/31/20

Distribution Solutions Group, Inc. – ‘10-K’ for 12/31/20 – ‘EX-4’

On: Friday, 2/26/21, at 4:11pm ET · For: 12/31/20 · Accession #: 703604-21-35 · File #: 0-10546

Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 946K 2: EX-4 Instrument Defining the Rights of Security Holders HTML 29K 3: EX-10.23 Material Contract HTML 31K 4: EX-10.24 Material Contract HTML 31K 5: EX-21 Subsidiaries List HTML 28K 6: EX-23 Consent of Expert or Counsel HTML 26K 7: EX-31.1 Certification -- §302 - SOA'02 HTML 30K 8: EX-31.2 Certification -- §302 - SOA'02 HTML 30K 9: EX-32 Certification -- §906 - SOA'02 HTML 28K 16: R1 Cover HTML 93K 17: R2 Consolidated Balance Sheets HTML 126K 18: R3 Consolidated Balance Sheets (Parenthetical) HTML 49K 19: R4 Consolidated Statements of Income and HTML 103K Comprehensive Income 20: R5 Consolidated Statements of Changes in HTML 70K Stockholders' Equity 21: R6 Consolidated Statements of Cash Flows HTML 104K 22: R7 Description of Business HTML 30K 23: R8 Summary of Significant Accounting Policies HTML 61K 24: R9 Acquisition HTML 50K 25: R10 Revenue Recognition HTML 46K 26: R11 Restricted Cash HTML 29K 27: R12 Inventories, net HTML 34K 28: R13 Property, Plant and Equipment HTML 41K 29: R14 Goodwill HTML 46K 30: R15 Intangible assets HTML 51K 31: R16 Income Taxes HTML 103K 32: R17 Accrued Expenses and Other Liabilities HTML 40K 33: R18 Leases HTML 152K 34: R19 Credit Agreement HTML 37K 35: R20 Accrued Acquisition Liability HTML 29K 36: R21 Reserve for Severance HTML 35K 37: R22 Commitments and Contingencies HTML 31K 38: R23 Retirement and Security Bonus Plans HTML 36K 39: R24 Stock-Based Compensation Plans HTML 58K 40: R25 Segment Information HTML 79K 41: R26 Stock Repurchase Program HTML 29K 42: R27 Related Party Transactions HTML 30K 43: R28 COVID-19 Risks and Uncertainties HTML 36K 44: R29 Schedule II - Valuation and Qualifying Accounts HTML 44K 45: R30 Summary of Significant Accounting Policies HTML 93K (Policies) 46: R31 Acquisition (Tables) HTML 46K 47: R32 Revenue Recognition (Tables) HTML 38K 48: R33 Inventories, net (Tables) HTML 35K 49: R34 Property, Plant and Equipment (Tables) HTML 41K 50: R35 Goodwill (Tables) HTML 46K 51: R36 Intangible assets (Tables) HTML 52K 52: R37 Income Taxes (Tables) HTML 107K 53: R38 Accrued Expenses and Other Liabilities (Tables) HTML 40K 54: R39 Leases (Tables) HTML 111K 55: R40 Credit Agreement (Tables) HTML 31K 56: R41 Reserve for Severance (Tables) HTML 36K 57: R42 Stock-Based Compensation Plans (Tables) HTML 52K 58: R43 Segment Information (Tables) HTML 77K 59: R44 Description of Business (Details) HTML 28K 60: R45 Summary of Significant Accounting Policies HTML 67K (Details) 61: R46 Acquisition - Narrative (Details) HTML 67K 62: R47 Acquisition - Purchase Price Allocation (Details) HTML 66K 63: R48 Acquisition - Pro Forma Results (Details) HTML 31K 64: R49 Revenue Recognition - Narrative (Details) HTML 37K 65: R50 Revenue Recognition - Disaggregation of Revenue HTML 51K (Details) 66: R51 Restricted Cash (Details) HTML 38K 67: R52 Inventories, net (Details) HTML 33K 68: R53 Property, Plant and Equipment (Details) HTML 50K 69: R54 Goodwill (Details) HTML 46K 70: R55 Intangible assets - Schedule of Intangibles HTML 39K (Details) 71: R56 Intangible assets - Narrative (Details) HTML 29K 72: R57 Intangible assets - Future Amortization Schedule HTML 43K (Details) 73: R58 Income Taxes - Components of Income Tax (Details) HTML 36K 74: R59 Income Taxes - Provision (Benefit) for Income HTML 63K taxes from Operations (Details) 75: R60 Income Taxes - Reconciliation of Effective Tax HTML 60K Rate (Details) 76: R61 Income Taxes - Narrative (Details) HTML 38K 77: R62 Income Taxes - Components of Deferred Tax Assets HTML 62K and Liabilities (Details) 78: R63 Income Taxes - Reconciliation of Unrecognized Tax HTML 38K Benefits (Details) 79: R64 Accrued Expenses and Other Liabilities (Details) HTML 48K 80: R65 Leases - Net Lease Cost (Details) HTML 40K 81: R66 Leases - Net Lease Assets and Liabilities HTML 48K (Details) 82: R67 Leases - Schedule of Future Minimum Lease Payments HTML 102K (Details) 83: R68 Leases - Terms and Interest Rate (Details) HTML 36K 84: R69 Leases - Cash Flows (Details) HTML 31K 85: R70 Leases - Narrative (Details) HTML 38K 86: R71 Credit Agreement - Narrative (Details) HTML 58K 87: R72 Credit Agreement - Quarterly Financial Covenants HTML 35K (Details) 88: R73 Accrued Acquisition Liability (Details) HTML 38K 89: R74 Reserve for Severance - Activity in Reserve HTML 36K (Details) 90: R75 Commitments and Contingencies (Details) HTML 29K 91: R76 Retirement and Security Bonus Plans (Details) HTML 60K 92: R77 Stock-Based Compensation Plans - Plan HTML 36K Administration (Details) 93: R78 Stock-Based Compensation Plans - Stock Performance HTML 101K Rights (Details) 94: R79 Stock-Based Compensation Plans - Restricted Stock HTML 57K Awards (Details) 95: R80 Stock-Based Compensation Plans - Market Stock HTML 53K Units (Details) 96: R81 Stock-Based Compensation Plans - Stock Options HTML 38K (Details) 97: R82 Stock-Based Compensation Plans - Performance HTML 38K Awards (Details) 98: R83 Segment Information - Reportable Segments HTML 70K (Details) 99: R84 Segment Information - Reportable Segments by HTML 39K Geographic Area (Details) 100: R85 Stock Repurchase Program (Details) HTML 33K 101: R86 Related Party Transactions (Details) HTML 28K 102: R87 COVID-19 Risks and Uncertainties (Details) HTML 39K 103: R88 Schedule II - Valuation and Qualifying Accounts HTML 38K (Details) 104: R9999 Uncategorized Items - laws-20201231.htm HTML 36K 106: XML IDEA XML File -- Filing Summary XML 191K 15: XML XBRL Instance -- laws-20201231_htm XML 1.93M 105: EXCEL IDEA Workbook of Financial Reports XLSX 117K 11: EX-101.CAL XBRL Calculations -- laws-20201231_cal XML 353K 12: EX-101.DEF XBRL Definitions -- laws-20201231_def XML 637K 13: EX-101.LAB XBRL Labels -- laws-20201231_lab XML 1.91M 14: EX-101.PRE XBRL Presentations -- laws-20201231_pre XML 1.15M 10: EX-101.SCH XBRL Schema -- laws-20201231 XSD 197K 107: JSON XBRL Instance as JSON Data -- MetaLinks 457± 666K 108: ZIP XBRL Zipped Folder -- 0000703604-21-000035-xbrl Zip 352K

DESCRIPTION OF COMMON STOCK The following summary is a description of the material terms of the common stock (“common stock”) of Lawson Products, Inc. (referred to herein as “we”, “us” or “our”). This summary is not meant to be complete and is qualified by reference to the applicable provisions of the Delaware General Corporation Law (“DGCL”) and our certificate of incorporation and bylaws, each as amended. You are urged to read those documents carefully. Copies of our certificate of incorporation and bylaws are filed as Exhibits 3.1 and 3.2 to our Annual Report on Form 10-K. Authorized Capitalization We are currently authorized to issue 35,000,000 shares of common stock, $1.00 par value per share and 500,000 shares of preferred stock, $1.00 par value per share. On January 31, 2021, there were 9,061,039 shares of our common stock outstanding. There are no shares of preferred stock outstanding. Common Stock Issuance of Common Stock. Shares of common stock may be issued from time to time as our board shall determine and on such terms and for such consideration as shall be fixed by the board. Dividends and Rights Upon Liquidation. After the requirements with respect to preferential dividends on preferred stock, if any, are met, the holders of our outstanding common stock are entitled to receive dividends out of assets legally available at the time and in such amounts as the board may from time to time determine. Our common stock is not convertible or exchangeable into other securities. Upon our liquidation, dissolution or winding up, the holders of our common stock are entitled to receive the assets that are legally available for distribution on a pro rata basis, after payment of all of our debts and other liabilities and subject to the prior rights of holders of any preferred stock then outstanding. The Company does not currently pay a dividend on its common stock. Voting Rights. The holders of the common stock are entitled to vote at all meetings of the stockholders and are entitled to cast one vote for each share of common stock held by them respectively and standing in their respective names on the books of the Company. Each stockholder is entitled to cumulative voting with respect to the election of directors which entitles stockholders to add all of the votes they have for directors and cast such votes for any single director or distribute them among directors. Preemptive Rights. Holders of our common stock do not have preemptive rights with respect to any shares that may be issued. Shares of our common stock are not subject to redemption.

Business Combinations. The Company’s certificate of incorporation requires (i) the affirmative vote of holders of not less than 75% of the voting power of the Company to approve any merger, any sale of the Company or substantially all of its assets or the issuance of any securities in exchange for assets having a value equal or greater to 5% of the assets of the Company in a transaction with a stockholder holding 10% or more of our common stock (the “10% stockholder”) and (ii) the approval of such transaction by holders of a majority of the voting power not owned by the 10% stockholder. The above requirements do not apply to (x) transactions approved by two-thirds of the directors who are not representatives or affiliates of the 10% stockholder or (y) a transaction with respect to which the board has approved a memorandum of understanding prior to the time such other entity becomes a 10% stockholder. Relevant Provisions of the Delaware Business Corporation Law We are governed by the provisions of Section 203 of the Delaware General Corporation Law. In general, Section 203 prohibits a public Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed manner. A “business combination” includes mergers, asset sales or other transactions resulting in a financial benefit to the stockholder. An “interested stockholder” is a person who, together with affiliates and associates, owns, or within three years of the date on which it is sought to be determined whether such person is an “interested stockholder,” did own, 15% or more of the corporation’s outstanding voting stock. These provisions may have the effect of delaying, deferring or preventing a change in control. Transfer Agent and Registrar The transfer agent and registrar for our common stock is Computershare. The transfer agent and registrar for any preferred stock we issue will be set forth in the applicable prospectus supplement. Listing Our common stock is listed on The Nasdaq Global Select Market under the symbol “LAWS”.

This ‘10-K’ Filing

Date

Other Filings

Filed on:

2/26/21

1/31/21

For Period end:

12/31/20

4, DEF 14A

List all Filings

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/07/24 Dist Solutions Group, Inc. 10-K 12/31/23 117:13M 3/14/23 Dist Solutions Group, Inc. 10-K 12/31/22 106:13M 11/03/22 Dist Solutions Group, Inc. 10-Q 9/30/22 100:11M 8/09/22 Dist Solutions Group, Inc. 10-Q 6/30/22 98:21M 4/29/22 Dist Solutions Group, Inc. 10-K/A 12/31/21 14:1.3M Donnelley … Solutions/FA 4/28/22 Dist Solutions Group, Inc. 10-Q 3/31/22 71:5.3M 2/24/22 Dist Solutions Group, Inc. 10-K 12/31/21 105:18M 2/10/22 Dist Solutions Group, Inc. DEFM14A 1:6.5M Donnelley … Solutions/FA 1/14/22 Dist Solutions Group, Inc. PREM14A 1/14/22 1:6.6M Donnelley … Solutions/FA 10/28/21 Dist Solutions Group, Inc. 10-Q 9/30/21 83:29M 7/29/21 Dist Solutions Group, Inc. 10-Q 6/30/21 83:29M

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/02/20 Dist Solutions Group, Inc. 8-K:1,2,8,9 8/31/20 13:1M Toppan Merrill/FA 10/16/19 Dist Solutions Group, Inc. 8-K:1,2,9 10/11/19 3:51M 5/03/19 Dist Solutions Group, Inc. 8-K:5,8,9 5/03/19 4:389K 4/11/18 Dist Solutions Group, Inc. 8-K:5,9 4/09/18 6:108K Donnelley … Solutions/FA 8/17/17 Dist Solutions Group, Inc. 8-K:5,9 8/14/17 3:224K 10/21/15 Dist Solutions Group, Inc. 8-K:5,9 10/16/15 2:151K 7/02/14 Dist Solutions Group, Inc. 8-K:1,2,9 6/30/14 2:301K 9/04/12 Dist Solutions Group, Inc. 8-K:5,9 8/29/12 4:296K Donnelley Fi… Express/FA 11/04/09 Dist Solutions Group, Inc. DEF 14A 12/08/09 1:723K Donnelley … Solutions/FA 10/21/09 Dist Solutions Group, Inc. 8-K:5,9 10/20/09 2:82K Donnelley Fi… Express/FA 2/19/09 Dist Solutions Group, Inc. 8-K:5,9 2/12/09 7:450K Bowne Boc/FA 11/25/08 Dist Solutions Group, Inc. 8-K:5,9 5/13/08 2:80K Bowne Boc/FA 9/19/08 Dist Solutions Group, Inc. 8-K:1,5,9 9/15/08 3:133K Bowne Boc/FA 3/16/05 Dist Solutions Group, Inc. 10-K 12/31/04 9:137K McDermott Will… Emery/FA 3/28/01 Dist Solutions Group, Inc. 10-K 12/30/00 4:86K McDermott Will… Emery/FA

Distribution Solutions Group, Inc. – ‘10-K’ for 12/31/20 – ‘EX-4’

On: Friday, 2/26/21, at 4:11pm ET · For: 12/31/20 · Accession #: 703604-21-35 · File #: 0-10546

Previous ‘10-K’: ‘10-K’ on 2/27/20 for 12/31/19 · Next: ‘10-K’ on 2/24/22 for 12/31/21 · Latest: ‘10-K’ on 3/7/24 for 12/31/23 · 26 References:

Annual Report — Form 10-K
Filing Table of Contents

‘EX-4’ — Instrument Defining the Rights of Security Holders

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

Dates Referenced Herein and Documents Incorporated by Reference

11 Subsequent Filings that Reference this Filing

15 Previous Filings that this Filing References

Distribution Solutions Group, Inc. – ‘10-K’ for 12/31/20 – ‘EX-4’

On: Friday, 2/26/21, at 4:11pm ET · For: 12/31/20 · Accession #: 703604-21-35 · File #: 0-10546

Annual Report — Form 10-KFiling Table of Contents

‘EX-4’ — Instrument Defining the Rights of Security Holders

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

Dates Referenced Herein and Documents Incorporated by Reference

11 Subsequent Filings that Reference this Filing

15 Previous Filings that this Filing References

Annual Report — Form 10-K
Filing Table of Contents