July 3, 2019 - 8-K: Current report filing | Hillman Solutions Corp. (HLMN)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 27, 2019

The Hillman Companies, Inc.

(Exact name of registrant as specified in its charter)



Delaware	001-13293	23-2874736
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

10590 Hamilton Avenue

Cincinnati, Ohio 45231

(Address of principal executive offices)

Registrant’s telephone number, including area code: (513) 851-4900

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 (see General Instruction A.2. below):

¨ 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. ¨

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbols	Name of each exchange on which registered
11.6% Junior Subordinated Debentures		None
Preferred Securities Guaranty		None

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective June 27, 2019, Jonathan Lynch resigned from the boards of directors (the “Boards”) of The Hillman Companies, Inc. (the “Registrant”) and HMAN Group Holdings Inc. (“Holdings”), the indirect parent company of the Registrant. Mr. Lynch’s resignation did not result from a disagreement with Registrant or Holdings and therefore disclosure under Item 5.02(a) of Form 8-K is not required.

On June 28, 2019, Kristin Steen was elected by the members of the Boards to serve as a director of the Registrant and Holdings effective on the date of the Board's next regularly scheduled meeting. Ms. Steen is a Managing Director at CCMP Capital Advisors, LP.

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.



		THE HILLMAN COMPANIES, INC.

Dated:	July 3, 2019	By:	/s/ Gregory J. Gluchowski, Jr.
			Gregory J. Gluchowski, Jr.
		Title:	President and Chief Executive Officer