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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/13/20 Tile Shop Holdings, Inc. 8-K:8 10/12/20 10:177K Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 25K 6: R1 Cover HTML 40K 8: XML IDEA XML File -- Filing Summary XML 11K 5: XML XBRL Instance -- tm2033112-1_8k_htm XML 14K 7: EXCEL IDEA Workbook of Financial Reports XLSX 6K 3: EX-101.LAB XBRL Labels -- tts-20201012_lab XML 96K 4: EX-101.PRE XBRL Presentations -- tts-20201012_pre XML 64K 2: EX-101.SCH XBRL Schema -- tts-20201012 XSD 12K 9: JSON XBRL Instance as JSON Data -- MetaLinks 25± 33K 10: ZIP XBRL Zipped Folder -- 0001104659-20-114425-xbrl Zip 11K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i October 12, 2020
(Exact name of Registrant as Specified in its Charter)
| i Delaware | i 001-35629 | i 45-5538095 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
i 14000 Carlson Parkway, i Plymouth, i Minnesota i 55441
(Address of principal executive offices, including ZIP code)
(Registrant’s telephone number, including area code)
Not Applicable
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
| None | N/A | N/A |
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).
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. ¨
C:
| Item 8.01 | Other Events |
On October 12, 2020, the Court approved the Stipulation of Settlement, which was previously filed as Exhibit 99.1 to the Current Report on Form 8-K filed by Tile Shop Holdings, Inc. (the “Company”) with the Securities and Exchange Commission on August 7, 2020, and is incorporated herein by reference.
The Company was a nominal defendant and certain current and former directors were individual defendants in litigation brought by K-Bar Holdings LLC and Wynnefield Capital, Inc. (“Plaintiffs”), in the Delaware Court of Chancery (the “Action”). Plaintiffs pleaded the Action as a derivative claim on behalf of the Company and also on behalf of a putative class of certain holders of the Company’s common stock as of October 18, 2019. Plaintiffs alleged breaches of fiduciary duty in connection with, among other things, the Company’s decision to delist from Nasdaq and deregister its common stock under the Securities Exchange Act of 1934, as amended. Each of the defendants has denied and continues to deny that any of them have committed any wrongdoing, violation of law or breaches of any duty of any kind.
On June 30, 2020, the Company, the individual defendants, and Plaintiffs reached an agreement to settle all claims in the Action (the “Settlement Agreement” or the “Settlement”), which was described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2020. On August 7, 2020, the Company, the individual defendants, and the Plaintiffs entered into a Stipulation of Settlement memorializing the terms of the Settlement Agreement, which was subject to Court approval. The Stipulation of Settlement includes no admission of wrongdoing or settlement payment by the Company or any of the individual defendants (beyond amounts being funded by the Company’s insurers). The Court approved the Settlement on October 12, 2020.
C:
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.
| TILE SHOP HOLDINGS, INC. |
||
| By /s/ Nancy DiMattia | ||
| Date: October 13, 2020 | Name: Nancy DiMattia | |
| Title: Chief Financial Officer |
C:
C:
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 10/13/20 | |||
| For Period end: | 10/12/20 | |||
| 8/7/20 | 8-K | |||
| 6/30/20 | 10-Q, 8-K | |||
| 10/18/19 | 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/07/20 Tile Shop Holdings, Inc. 8-K:8,9 8/07/20 11:10M Toppan Merrill/FA 7/06/20 Tile Shop Holdings, Inc. 8-K:8 6/30/20 1:27K Toppan Merrill/FA |