UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 17, 2017
CONYERS
PARK ACQUISITION CORP.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
333-212133
|
|
81-2349205
|
(State
or other jurisdiction of
incorporation or organization)
|
|
(Commission
File Number)
|
|
(I.R.S.
Employer
Identification Number)
|
1
Greenwich Office Park, 2
nd
Floor
Greenwich, CT
|
|
06831
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
Registrant’s
telephone number, including area code:
(212) 429-2211
3
Greenwich Office Park, 2
nd
Floor
Greenwich, CT
(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 to the registrant
under any of the following provisions:
☒
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
☐
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
☐
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
☐
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
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
|
☐
|
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.
|
Item
7.01 Regulation FD Disclosure.
Attached
as Exhibit 99.1 hereto and incorporated into this Item 7.01 by reference is a presentation that will be used by Conyers Park Acquisition
Corp. (“Conyers Park”) in making presentations to potential lenders.
The
foregoing (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of
Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to
the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act
of 1933, as amended, or the Exchange Act.
Additional
Information
In
connection with the proposed transaction, The Simply Good Foods Company has filed a Registration Statement on Form S-4, which
includes a preliminary proxy statement/prospectus of Conyers Park. Conyers Park will mail a definitive proxy statement/prospectus
and other relevant documents to its stockholders. Investors and security holders of Conyers Park are advised to read, when available,
the preliminary proxy statement, and amendments thereto, and the definitive proxy statement in connection with Conyers Park’s
solicitation of proxies for its special meeting of stockholders to be held to approve the proposed transaction because the proxy
statement/prospectus will contain important information about the proposed transaction and the parties to the proposed transaction.
The definitive proxy statement/prospectus will be mailed to stockholders of Conyers Park as of a record date to be established
for voting on the proposed transaction. Stockholders will also be able to obtain copies of the Registration Statement and proxy
statement/prospectus, without charge, once available, at the Securities and Exchange Commission’s (“SEC”) website
at www.sec.gov, or by directing a request to: Conyers Park Acquisition Corp., 1 Greenwich Office Park, 2nd Floor, Greenwich, CT
06831.
Participants
in the Solicitation
Conyers
Park and Atkins Nutritionals, Inc. (“Atkins”) and their respective directors, executive officers, other members of
management, and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Conyers Park’s
stockholders in connection with the proposed transaction. Investors and security holders may obtain more detailed information
regarding the names and interests in the proposed transaction of Conyers Park’s directors and officers in Conyers Park’s
filings with the SEC, including Conyers Park’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, which
was filed with the SEC on March 31, 2017, Conyers Park’s Quarterly Report on Form 10-Q for the three months ended March
31, 2017, which was filed with the SEC on May 12, 2017, and Conyers Park’s Current Report on Form 8-K, which was filed with
the SEC on April 11, 2017, and such information is in the Registration Statement filed with the SEC by Conyers Park, which will
include the definitive proxy statement/prospectus of Conyers Park for the proposed transaction.
Forward
Looking Statements
Certain
statements made herein are not historical facts but are forward-looking statements for purposes of the safe harbor provisions
under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such
as “may”, “should”, “would”, “plan”, “intend”, “anticipate”,
“believe”, “estimate”, “predict”, “potential”, “seem”, “seek”,
“continue”, “future”, “will”, “expect”, “outlook” or other similar
words, phrases or expressions. These forward-looking statements include statements regarding Conyers Park’s industry, future
events, the proposed transaction, the estimated or anticipated future results and benefits of the combined company following the
transaction, including the likelihood and ability of the parties to successfully consummate the proposed transaction, future opportunities
for the combined company, and other statements that are not historical facts. These statements are based on the current expectations
of Conyers Park’s management and are not predictions of actual performance. These statements are subject to a number of
risks and uncertainties regarding Conyers Park’s businesses and the transaction, and actual results may differ materially.
These risks and uncertainties include, but are not limited to, changes in the business environment in which Conyers Park operates,
including inflation and interest rates, and general financial, economic, regulatory and political conditions affecting the industry
in which Conyers Park operates; changes in taxes, governmental laws, and regulations; competitive product and pricing activity;
difficulties of managing growth profitably; the loss of one or more members of Conyers Park’s management teams; the inability
of the parties to successfully or timely consummate the proposed transaction, including the risk that the required regulatory
approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company
or the expected benefits of the transaction or that the approval of the stockholders of Conyers Park is not obtained; failure
to realize the anticipated benefits of the transaction, including as a result of a delay in consummating the transaction or a
delay or difficulty in integrating the businesses of Conyers Park and Atkins; uncertainty as to the long-term value of Conyers
Park’s common stock; those discussed in the Conyers Park’s Annual Report on Form 10-K for the year ended December
31, 2016 under the heading “Risk Factors”, as updated from time to time by Conyers Park’s Quarterly Reports
on Form 10-Q and other documents of Conyers Park on file with the SEC or in the definitive proxy statement/prospectus that will
be filed with the SEC by Conyers Park. There may be additional risks that Conyers Park presently does not know or that Conyers
Park currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking
statements. In addition, forward-looking statements provide Conyers Park’s expectations, plans or forecasts of future events
and views as of the date of this communication. Conyers Park anticipates that subsequent events and developments will cause Conyers
Park’s assessments to change. However, while Conyers Park may elect to update these forward-looking statements at some point
in the future, Conyers Park specifically disclaims any obligation to do so. These forward-looking statements should not be relied
upon as representing Conyers Park assessments as of any date subsequent to the date of this communication.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
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.
Dated:
May 17, 2017
|
CONYERS
PARK ACQUISITION CORP.
|
|
|
|
|
By:
|
/s/
Brian K. Ratzan
|
|
|
Name:
Brian K. Ratzan
|
|
|
Title:
Chief Financial Officer
|
4
Grafico Azioni Conyers Park III Acquisi... (NASDAQ:CPAA)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni Conyers Park III Acquisi... (NASDAQ:CPAA)
Storico
Da Giu 2023 a Giu 2024