Item 8.01. Other Events.
As previously disclosed, on
Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference is a press release issued by Spartan announcing that it expects all closing conditions other than those that have been met or waived, to be satisfied and, based on proxies submitted to date, which may be changed at or before the special meeting, Spartan expects stockholders to approve all key proposals at the special meeting.
Important Information for Stockholders
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or constitute a solicitation of any vote or approval.
In connection with the Proposed Transactions, Spartan has filed a registration
statement on Form S-4 (File No. 333-254589) (as amended, the "Registration
Statement") with the
Participants in the Solicitation
Spartan and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the stockholders of Spartan in
connection with the Proposed Transactions. Sunlight and its officers and
directors may also be deemed participants in such solicitation. Security holders
may obtain more detailed information regarding the names, affiliations and
interests of certain of Spartan's executive officers and directors in the
solicitation by reading the definitive proxy statement/prospectus, Spartan's
Amendment No. 1 to Annual Report on Form 10-K/A for the year ended
1 Forward-Looking Statements
The information included herein and in any oral statements made in connection
herewith include "forward-looking statements" within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act, as amended. All statements, other than statements of present or
historical fact contained herein, regarding the Proposed Transactions or
Sunlight's and Spartan's ability to consummate the Proposed Transactions, are
forward-looking statements. Forward-looking statements may generally be
identified by the use of words such as "could," "should," "would," "will,"
"may," "believe," "anticipate," "intend," "estimate," "expect," "project,"
"plan," "continue," "project," or the negative of such terms and other similar
expressions are intended to identify forward-looking statements, although not
all forward-looking statements contain such identifying words. These
forward-looking statements are based on management's current expectations and
assumptions about future events and are based on currently available information
as to the outcome and timing of future events. Except as otherwise required by
applicable law, Spartan and Sunlight disclaim any duty to update any
forward-looking statements, all of which are expressly qualified by the
statements in this section, to reflect events or circumstances after the date
hereof. Spartan and Sunlight caution you that these forward-looking statements
are subject to numerous risks and uncertainties, most of which are difficult to
predict and many of which are beyond the control of either Spartan or Sunlight.
In addition, Spartan cautions you that the forward-looking statements contained
herein are subject to the following factors: (i) the occurrence of any event,
change or other circumstances that could delay the Proposed Transactions or give
rise to the termination of the agreements related thereto; (ii) the outcome of
any legal proceedings that may be instituted against Spartan or Sunlight
following announcement of the Proposed Transactions; (iii) the inability to
complete the Proposed Transactions due to the failure to obtain approval of the
stockholders of Spartan, or whether other conditions to closing of the Proposed
Transactions in the agreements related to the Proposed Transactions have been
met or waived; (iv) the risk that the Proposed Transactions disrupts Spartan's
or Sunlight's current plans and operations as a result of the announcement of
the Proposed Transactions; (v) Sunlight's ability to realize the anticipated
benefits of the Proposed Transactions, which may be affected by, among other
things, competition and the ability of Sunlight to grow and manage growth
profitably following the Proposed Transactions; (vi) costs related to the
Proposed Transactions; (vii) changes in applicable laws or regulations; and
(viii) the possibility that Sunlight may be adversely affected by other
economic, business, and/or competitive factors. Should one or more of the risks
or uncertainties described herein, or should underlying assumptions prove
incorrect, actual results and plans could differ materially from those expressed
in any forward-looking statements. Additional information concerning these and
other factors that may impact the operations and projections discussed herein
can be found in Spartan's periodic filings with the
This communication shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Proposed Transactions. This communication shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
2
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 99.1 Press release datedJuly 7, 2021 . 3
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