Current Report Filing (8-k)

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

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FORM 8-K

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CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): September 5, 2017

 

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ZAIS GROUP HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

 

Delaware	001-35848	46-1314400
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

  

Two Bridge Avenue, Suite 322 Red Bank, NJ	07701-1106
(Address of principal executive offices)	(Zip Code)

 

Registrant's telephone number, including area code: [phone]

 

N/A
(Former name or former address, if changed since last report.)

 

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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):

 

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

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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  x

 

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.  ¨

 

 

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Item 8.01

Other Events.

   

On September 5, 2017, the Special Committee of the Board of Directors of ZAIS Group Holdings, Inc. (the “Company”) received a letter (the “Letter”) from Christian Zugel seeking to pursue discussions with the Special Committee to take the Company private by acquiring the issued and outstanding shares of Class A Common Stock of the Company at $4.00 per share in an all cash transaction by way of a merger. A copy of the Letter is included as Exhibit 99.1 and is incorporated herein by reference.

   

Item 9.01

Financial Statements and Exhibits.

  

Exhibit No.		Description
99.1		Letter from Christian Zugel to the Special Committee of the ZAIS Group Holdings, Inc. Board of Directors dated September 5, 2017.

 

 

 

 

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.

 

	ZAIS GROUP HOLDINGS, INC.
	By:	/s/ Michael Szymanski
		Michael Szymanski
		President and Chief Executive Officer

 

Date: September 6, 2017

 

 

 

 

 

 

EXHIBIT INDEX

 

 

Exhibit No.		Description
99.1		Letter from Christian Zugel to the Special Committee of the ZAIS Group Holdings, Inc. Board of Directors dated September 5, 2017.