ENDI Corp S-4/A, filed Jul 12, 2022
ENDI Corp. (ENDI)
As submitted to the Securities and Exchange Commission on July 11, 2022 .
Registration No. 333-262505
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________
AMENDMENT NO. 6 TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ENDI CORP.
________________________________
ENDI CORP.
(Exact Name of Registrant as Specified in Its Charter)
________________________________
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Delaware |
6282 |
87-4284605 |
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(State or Other Jurisdiction of |
(Primary Standard Industrial |
(I.R.S. Employer |
|
Incorporation or Organization) |
Classification Code Number) |
Identification Number) |
1806 Summit Ave, Ste 300
Richmond, VA 23230
(434) 336-7737
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
________________________________
ENTERPRISE DIVERSIFIED, INC.
(Exact Name of Registrant as Specified in Its Charter)
________________________________
|
Nevada |
6282 |
88-0397234 |
|
(State or Other Jurisdiction of |
(Primary Standard Industrial |
(I.R.S. Employer |
|
Incorporation or Organization) |
Classification Code Number) |
Identification Number) |
1806 Summit Ave, Ste 300
Richmond, VA 23230
(434) 336-7737
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
________________________________
Steven Kiel
Executive Chairman
1806 Summit Ave, Ste 300 Richmond, VA 23230
(434) 336-7737
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
___________________________________
Copies to:
|
Matthew W. Mamak, Esq. Alston & Bird LLP 90 Park Avenue New York, NY 10016 (212) 210-1256 |
Nick Katsanos, Esq. Edward S. Horton, Esq. Seward & Kissel LLP One Battery Park Plaza New York, New York 10004 (212) 574-1200 |
Linda Giunta Michaelson, Esq. Lindsay H. Ferguson, Esq. Sheppard, Mullin, Richter & Hampton LLP 1901 Avenue of the Stars, Suite 1600 Los Angeles, CA 90067-6017 (310) 228-3700 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective and upon the satisfaction or waiver of all other conditions to consummation of the mergers described herein.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
___________________________________
EXPLANATORY NOTE
This Amendment No. 6 to the registration statement on Form S-4 (File No. 333-262505) (the “Registration Statement”) is being filed as an exhibits-only filing. Accordingly, this amendment consists only of the facing page, this explanatory note, Item 21 of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 21. Exhibits and Financial Statement Schedules
(a) Exhibits.
The exhibits to the Registration Statement are listed in the Exhibit Index below and incorporated by reference herein.
Exhibit Index
* Previously filed.
(1) Filed as an exhibit to ENDI’s Form 8-K filed with the Securities Exchange Commission on December 29, 2021, and incorporated herein by reference.
(2) Filed as an exhibit to ENDI’s Form 10-K filed with the Securities Exchange Commission on March 29, 2021, and incorporated herein by reference.
(a) Filed as an exhibit to ENDI’s Form-10SB, as amended, initially filed with the Securities and Exchange Commission on October 22, 1999, and incorporated herein by reference.
(b) Filed as Exhibit 3.1 to ENDI’s Form 8-K Amendment No. 1 filed with the Securities and Exchange Commission on January 24, 2018, and incorporated herein by reference.
(c) Filed as Exhibit 3.1 to ENDI’s Form 8-K filed with the Securities and Exchange Commission on June 7, 2018, and incorporated herein by reference.
(d) Filed as Exhibit 3.2 to ENDI’s Form 8-K filed with the Securities and Exchange Commission on June 7, 2018, and incorporated herein by reference.
(e) Filed as an exhibit to ENDI’s Form 8-K filed with the Securities and Exchange Commission on January 28, 2015, and incorporated herein by reference.
(f) Filed as an exhibit to ENDI’s Form 8-K filed with the Securities Exchange Commission on June 8, 2022, and incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, State of Virginia, on this 11th day of July 2022 .
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Enterprise Diversified Inc. |
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By: |
/s/ Steven L. Kiel |
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Steven L. Kiel |
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Executive Chairman (Principal Executive Officer) |
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By: |
/s/ Alea A. Kleinhammer |
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Alea A. Kleinhammer |
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Chief Financial Officer (Principal Accounting Officer) |
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POWER OF ATTORNEY
We, the undersigned directors and officers of Enterprise Diversified Inc., hereby severally constitute and appoint Steven L. Kiel and Alea A. Kleinhammer, acting singly, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her in any and all capacities, to sign any or all amendments (including pre-effective and post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, including any Registration Statement filed pursuant to Rule 462(b) under the Securities Act of 1933, with the SEC, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any of his substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities held on the dates indicated.
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Signature |
Title |
Date |
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/s/ Steven L. Kiel |
Executive Chairman and Director |
July 11, 2022 |
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Steven L. Kiel |
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/s/ Alea A. Kleinhammer |
Chief Financial Officer and Director |
July 11, 2022 |
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Alea A. Kleinhammer |
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/s/ Jeremy K. Deal |
Vice Chairman and Director |
July 11, 2022 |
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Jeremy K. Deal |
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/s/ Thomas Braziel |
Director |
July 11, 2022 |
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Thomas Braziel |
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/s/ Keith D. Smith |
Director |
July 11, 2022 |
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Keith D. Smith |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, State of Virginia, on this 11th day of July 2022 .
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ENDI Corp. |
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By: |
/s/ Steven L. Kiel |
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Steven L. Kiel |
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Principal Executive Officer, Principal Accounting Officer and Director |
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POWER OF ATTORNEY
I, the undersigned director and officer of ENDI Corp., hereby severally constitute and appoint Steven L. Kiel, acting singly, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her in any and all capacities, to sign any or all amendments (including pre-effective and post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, including any Registration Statement filed pursuant to Rule 462(b) under the Securities Act of 1933, with the SEC, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any of his substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities held on the dates indicated.
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Signature |
Title |
Date |
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/s/ Steven L. Kiel |
Principal Executive Officer and Director |
July 11, 2022 |
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Steven L. Kiel |
Exhibit 4.3
NOT VALID UNLESS COUNTERSIGNED BY TRANSFER AGENT.
INCORPORATED UNDER THE LAWS OF THE STATE OF
DELAWARE
| NUMBER | SHARES |
| - | - |
| COMMON STOCK | 14,000,000 AUTHORIZED SHARES |
| CUSIP 29260K109 | PAR VALUE: $0.0001 |
ENDI CORP
This Certifies that
Is The Record Holder Of
Shares of ENDI CORP Class A Common Stock
transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar.
Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.
Dated:
***
ENDI Corp
Delaware
***
| /s/ Jessica L. Greer | /s/ Alea A. Kleinhammer | |
| Vice President | Chief Financial Officer |
The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations. TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - ...................Custodian ............... (Cust) (Minor) under Uniform Gifts to Minors Act................................................. (State) Additional abbreviations may also be used though not in the above list. For Value Received, hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OR ASSIGNEE) Shares of the capital stock represented by the within certificate, and do hereby irrevocably constitute and appoint Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. Dated NOTICE: THE SIGNATURE MUST CORRESPOND TO THE NAME AS WRITTEN UPON THE FACE OF THIS CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER. SIGNATURES MUST BE MEDALLION GUARANTEED BY AN ELIGIBLE FINANCIAL INSTITUTION (COMMERCIAL BANK, TRUST COMPANY, OR A BROKER) PARTICIPATING IN A MEDALLION SIGNATURE GUARANTEE PROGRAM. ALL EXISTING REGISTERED OWNERS MUST SIGN. THIS SIGNATURE(S) MUST BE GUARANTEED AND THE GUARANTOR OF THIS SIGNATURE(S) MUST BE ACCEPTABLE TO THE TRANSFER AGENT.
Exhibit 99.1
ENDI Enterprise Diversified Enterprise Diversified, Inc. 1806 Summit Ave. Ste. 300 Richmond, VA 23230 <Shareholder Name> <Shareholder Address1> <Shareholder Address2> <Shareholder Address3> Control #: 0000 0000 0000 TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: Voting Instructions VOTE BY INTERNET – Before the Meeting – go to www.colonialstock.com/SYTE2022 You can view the Enterprise Diversified, Inc. Annual Report and Proxy Statement and submit your vote online at the website listed above up until 5:00 P.M. Eastern Time on August 8, 2022. You will need the control number at the left in order to do so. Follow the instructions on the secure website to complete your vote. During the Meeting – go to www.colonialstock.com/SYTE2022 You may attend the meeting via the Internet and vote during the meeting. Have your notice, proxy card and control number information available and follow the instructions on the site. VOTE BY PHONE – 877-285-8605 You may vote by phone until 5:00 P.M. Eastern Time on August 8, 2022. Please have your notice and proxy card in hand when you call. VOTE BY MAIL If you have not voted via the internet OR telephone, mark, sign and return your proxy ballot in the postage-paid envelope provided. Votes by mail must be received by August 8, 2022. THIS PROXY BALLOT IS VALID ONLY WHEN SIGNED AND DATED. The undersigned hereby appoints Jessica L. Greer and Alea A. Kleinhammer, and each or either of them, proxies for the undersigned, with full power of substitution, to vote all shares of common stock, $0.125 par value per share ("Shares") of Enterprise Diversified, Inc. (the "Company") which the undersigned would be entitled to vote at the SPECIAL MEETING OF STOCKHOLDERS OF THE COMPANY (THE " SPECIAL MEETING") TO BE HELD VIRTUALLY AT www.colonialstock.com/SYTE2022 ON August 9, 2022, AT 9:00 A.M., Eastern Time, and directs that the Shares represented by this Proxy shall be voted as indicated below:
Proposal One – “The Business Combination Proposal” –To approve and adopt the Merger Agreement, dated December 29, 2021 (as it may be amended from time to time, the “Merger Agreement”) and the transactions contemplated thereby, by and among ENDI, CrossingBridge Advisors, LLC, a Delaware limited liability company (“CBA”), Cohanzick Management, LLC, a Delaware limited liability company (the “CBA Member”), ENDI Corp., a Delaware corporation (“New Parent”), Zelda Merger Sub 1, Inc., a Delaware corporation and wholly-owned subsidiary of New Parent (“Merger Sub 1”), and Zelda Merger Sub 2, LLC, a Delaware limited liability company and wholly-owned subsidiary of New Parent (“Merger Sub 2”). Pursuant to the Merger Agreement: (i) Merger Sub 1 will merge with and into ENDI, with ENDI surviving as a direct wholly-owned subsidiary of New Parent, following which each share of ENDI common stock, par value $0.125 per share, will be converted into the right to receive an identical number of shares of New Parent Class A common stock, par value $0.0001 per share (the “New Parent Class A Common Stock”); and (b) Merger Sub 2 will merge with and into CBA, with CBA surviving as a direct wholly-owned subsidiary of New Parent, following which the outstanding membership interest in CBA will be converted into the right to receive (i) two million four hundred thousand (2,400,000) validly issued, fully paid and non-assessable shares of New Parent Class A Common Stock; (ii) one million eight hundred thousand (1,800,000) validly issued, fully paid, and non-assessable shares of New Parent Class B Common Stock, par value $0.0001 per share (“New Parent Class B Common Stock”); (iii) warrants to purchase one million eight hundred thousand (1,800,000) shares of New Parent Class A Common Stock (the “W-1 Warrants”); and (iv) warrants to purchase two hundred fifty thousand (250,000) shares of New Parent Class A Common Stock (the “W-2 Warrants”). Proposal Two – “The Organizational Documents Proposals”- to approve and adopt, on a non-binding advisory basis, the following material differences between ENDI’s Amended Articles of Incorporation and Amended Bylaws (“Existing Organizational Documents”) and the proposed certificate of incorporation of New Parent, a copy of which is attached to the proxy statement/prospectus as Annex D (the “Proposed Certificate of Incorporation”) and the proposed bylaws of New Parent, a copy of which is attached to the proxy statement/prospectus as Annex E (the “Proposed Bylaws”, together with the Proposed Certificate of Incorporation, the “Proposed Organizational Documents”). Organizational Documents Proposal A- to approve the authorization and designation of New Parent Class A Common Stock and New Parent Class B Common Stock. Organizational Documents Proposal B- to approve that holders of the New Parent Class B Common Stock, voting together as a single class, shall have: (i) the right to designate a number of directors of the New Parent board (rounded up to the nearest whole number) equal to the percentage of the New Parent’s Common Stock beneficially owned by the holders of New Parent Class B Common Stock and their Affiliates at the time of such designation, provided however, that for purposes of this designation right, the holders of the New Parent Class B Common Stock, For Against Abstain For Against Abstain For Against Abstain
voting together as a single class, shall have the right to designate not more than a majority of the members of the Board of Directors then in office and, provided further that so long as holders of New Parent Class B Common Stock and their Affiliates beneficially own at least 5.0% of the total outstanding shares of Common Stock of New Parent, holders of New Parent Class B Common Stock, voting together as a single class, shall have the right to designate at least one director. Organizational Documents Proposal C- to approve that the affirmative vote of the holders of at least eighty percent (80%) of the total voting power of all the then outstanding shares of Common Stock of New Parent entitled to vote, voting together as a single class, will be required to amend to the New Parent’s Proposed Bylaws. Organizational Documents Proposal D- to approve that any action required or permitted to be taken by the holders of Common Stock of New Parent must be effected at a duly called annual or special meeting of the stockholders and may not be effected by consent unless the action is recommended by all of the directors then sitting. Organizational Documents Proposal E- to approve the new forum selection clause that states unless otherwise consented to by New Parent, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of New Parent, (b) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, stockholder or employee of New Parent to New Parent or New Parent’s stockholders, (c) any action asserting a claim arising under any provision of the Delaware General Corporation Law (“DGCL”), the Certificate of Incorporation or the bylaws of New Parent or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, or (d) any action asserting a claim governed by the internal affairs doctrine. The federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the federal securities laws of the United States, including, the applicable rules and regulations promulgated thereunder. Proposal Three – “The Adjournment Proposal” – to consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Business Combination Proposal or the Organizational Documents Proposals. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Meeting or any adjournment thereof. The board of directors recommends that you vote “FOR” the Business Combination Proposal, “FOR” the Organizational Documents Proposals and “FOR” the Adjournment Proposal (to the extent applicable). This Proxy, when properly executed, will be voted in the manner directed herein by the undersigned stockholder. A failure to vote, a broker non-vote, or an abstention will have the same effect as a vote “AGAINST” the Business Combination Proposal. A failure to vote, broker non-vote, or an abstention will have no effect on the Organizational Documents Proposals or the Adjournment Proposal. Please indicate if you plan to attend this meeting virtually. Sign exactly as name appears hereon. For joint accounts, all co-owners should sign. Executors, administrators, custodians, trustees, etc. should so indicate when signing. Signature Date Signature (Joint Owners) Date Yes No For Against Abstain For Against Abstain For Against Abstain For Against Abstain