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 5, 2017

 

 

 

STANDARD DIVERSIFIED OPPORTUNITIES INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware 001-36696 56-1581761
(State or other Jurisdiction of
Incorporation)
(Commission File Number) (IRS Employer Identification
No.)

 

 1521 Concord Pike, Suite 301

Wilmington, DE

 

19803

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (302) 824-7062

 

                                                                    

(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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in 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

 

As previously reported, on November 25, 2016, Standard Diversified Opportunities Inc. (f/k/a Special Diversified Opportunities Inc.) (the “Company”) and Standard General Master Fund L.P. (“SG Master Fund”), P Standard General Ltd. (“PSG”) and Standard General Focus Fund L.P. (“Focus Fund” and, collectively with SG Master Fund and PSG, the “SG Parties”) entered into a Contribution and Exchange Agreement (as amended, the “Contribution and Exchange Agreement”). Pursuant to the Contribution and Exchange Agreement, the SG Parties agreed to contribute, or cause to be contributed to the Company, approximately 9,842,373 shares of voting common stock of Turning Point Brands, Inc. (the “Turning Point Common Stock”) Such transaction, which closed on June 1, 2017, is referred to herein as the “Contribution and Exchange.”

 

In exchange for the Turning Point Common Stock, the Company issued to contributors of such stock shares of the Class A Common Stock (as defined herein) of the Company based on an exchange ratio calculated in accordance with the Contribution and Exchange Agreement. Prior to the consummation of the Contribution and Exchange, the Company amended and restated its certificate of incorporation (the “Interim Charter Amendment”) to provide for, among other things, (1) the change of the Company’s name to Standard Diversified Opportunities Inc., (2) the reclassification (the “Reclassification”) of every twenty five (25) shares of the common stock, par value $0.01 per share, of the Company into a one share of a new class of common stock, par value $0.01 per share, designated as “Class A Common Stock” (the “Class A Common Stock”) and (3) the authorization for issuance of an additional class of common stock, par value $0.01 per share, of the Company designated as “Class B Common Stock” (the “Class B Common Stock”). Prior to the closing of the Contribution and Exchange, the Company declared a dividend of one share of Class B Common Stock for each outstanding share of Class A Common Stock, which dividend was paid to holders of record of the Class A Common Stock on June 2, 2017.

 

The closing of the Contribution and Exchange and the Reclassification occurred on June 1, 2017.

 

Current Status of Trading in the Company’s Class A Common Stock

 

Prior to the closing of the Contribution and Exchange and the Reclassification, the Company’s common stock was traded on The OTCQB® Venture Market (the “OTCQB”) under the ticker symbol “SDOI”. It was the Company’s understanding that following the closing of the Contribution and Exchange and the Reclassification, the Class A Common Stock would continue to be traded on the OTCQB.

 

However, as a result of the process of effecting the Reclassification, the Class A Common Stock has been moved to the OTC Grey Market and currently trades under the ticker symbol “SDOPA”. The correct CUSIP number for the Class A Common Stock is 85336L109.

 

The Company is currently using its best efforts to cause the Class A Common Stock to be reinstated to the OTCQB as soon as possible. The Company expects that process to be completed in the near term, and will provide further updates on the process and its timing as appropriate.

 

 

 

 

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.

 

  STANDARD DIVERSIFIED OPPORTUNITIES INC.
     
Date:  June 5, 2017 By: /s/ Edward J. Sweeney
  Name:  Edward J. Sweeney
  Title:  Interim Chief Financial Officer