Limbach Holdings, Inc. — M&A Activity 2016

Jul 21, 2016

8-K 1 v444635_8k.htm FORM 8-K

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): July 21, 2016 ________

LIMBACH HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

________

Delaware	001-36541	46-5399422
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

31 – 35th Street, Pittsburgh, Pennsylvania 15201

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (412) 359-2100

1347 Capital Corp.

150 Pierce Road, 6th Floor, Itasca, IL 60143 (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:

¨ 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))

Field: Page; Sequence: 1

Field: /Page

Item 7.01 Regulation FD Disclosure.

On July 21, 2016, Limbach Holdings, Inc. (f/k/a 1347 Capital Corp.) (the “Company”) issued a press release announcing the closing of its previously announced business combination pursuant to the Agreement and Plan of Merger, dated March 23, 2016, as amended, by and among the Company, Limbach Holdings LLC and F d G HVAC LLC. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The foregoing (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release, dated July 21, 2016.

Field: Page; Sequence: 2

Field: /Page

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.

By:	/s/ Charles A. Bacon, III
	Name: Charles A. Bacon, III
	Title: President and Chief Executive Officer
Dated: July 21, 2016

Field: Page; Sequence: 3

Field: /Page

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated July 21, 2016.

Field: Page; Sequence: 4; Options: Last

Field: /Page