UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
| Date of Report (Date of earliest event reported) | Commission File Number |
(Exact name of registrant as specified in its charter)
| (State
or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
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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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
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Securities registered pursuant to Section 12(g) of the Act:
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Item 8.01 Other Events
On December 22, 2023, Lisa Brady, President and CEO of Parks! America, Inc. sent a letter (the “letter”) to Andrew Kuhn of Focused Compounding Capital Management, LLC, in response to a letter addressed to the Company’s Board of Directors on December 18, 2023. A copy of Ms. Brady’s letter is attached as Exhibit 99.1 to this Report on Form 8-K.
The information in the letter is being furnished, not filed, pursuant to Item 8.01. Accordingly, the information in the letter shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired:
Not applicable
(b) Pro forma financial information:
Not applicable
(c) Shell company transactions:
Not applicable
(d) Exhibits:
| Exhibit No. | Description of Exhibit | |
| 99.1 | Letter from Lisa Brady to Andrew Kuhn on December 22, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
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.
Date: December 22, 2023
| PARKS! AMERICA, INC. | ||
| By: | /s/ Todd R. White | |
| Name: | Todd R. White | |
| Title: | Chief Financial Officer | |
| 3 |
Exhibit 99.1
December 22, 2023
VIA EMAIL
Focused Compounding Fund, LP
3828 Oak Lawn Ave, Suite 1000
Dallas, Texas 75219
Attn: Andrew Kuhn
Re: Response to your letter to the Board of Parks! America, Inc. dated December 18, 2023
Dear Mr. Kuhn,
We have received the letter dated December 18, 2023 sent on behalf of Focused Compounding Fund, LP (“Focused’) outlining Focused’s proposed terms for a standstill and the potential composition of the Board of Directors (the “Board”) of Parks! America, Inc. (the “Company”). The letter has been shared with our full Board.
We appreciate this opportunity to continue our dialogue with you and Focused. We are committed to maximizing value for all shareholders, and the Board wants to reiterate that we are open to a constructive dialogue.
It is essential to clarify that our fiduciary duties are to safeguard the interests of shareholders. While the Board desires to maintain the independence of our directors, it is willing to engage Focused in constructive dialogue that benefits all shareholders.
We value the chance to discuss matters of mutual interest. Please respond in writing to the Board to schedule a meeting.
Sincerely,
Lisa Brady
President and CEO
Parks! America, Inc.
P.O. Box 1197 • 1300 Oak Grove Road • Pine Mountain • Georgia • 31822-1197
Phone (706) 663-8744 • www.animalsafari.com