8-K
Special Opportunities Fund, Inc. (SPE)
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): May 11, 2023
| SPECIAL OPPORTUNITIES FUND, INC. | ||
|---|---|---|
| (Exact Name of Registrant as Specified in its Charter) | ||
| Maryland | 811-07528 | 13-3702911 |
| --- | --- | --- |
| (State or Other Jurisdiction | (Commission | (IRS Employer |
| of Incorporation) | File Number) | Identification No.) |
615 East Michigan Street
Milwaukee, WI 53202
(Address of Principal Executive Offices) (Zip Code)
1-877-607-0414
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(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)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br><br> Symbol(s) | Name of each exchange on<br><br> which registered |
|---|---|---|
| Common Stock | SPE | New York Stock Exchange |
| 2.75% Convertible Preferred Stock | SPE.PC | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company 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 8.01. | Other Events. |
|---|
On May 11, 2023, the Registrant, along with Bulldog Investors LLP and High Income Securities Fund, issued the press release attached hereto as Exhibit 99.1 announcing that they have filed an action in the U.S. District Court for the District of Massachusetts to, among other things, enforce the voting results in favor of the Registrant’s nominees for election to the Board of Trustees of First Trust Dynamic Europe Equity Income Fund at its annual meeting on April 3, 2023.
| Item 9.01. | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits. |
| --- | --- |
| Exhibit No. | Exhibit |
| --- | --- |
| 99.1 | Press release dated May 11, 2023. |
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.
| Dated: June 7, 2023 | SPECIAL OPPORTUNITIES FUND, INC. | |
|---|---|---|
| By: | /s/ Andrew Dakos | |
| Name: Andrew Dakos<br><br> Title: President |
Stockholders Of First Trust Dynamic Europe Equity Income Fund File Lawsuit To
Enforce Voting Results For Election of Trustees
Saddle Brook, NJ – May 11, 2023 – Bulldog Investors LLP, Special Opportunities Fund, Inc. (“SPE”), and High Income Securities Fund (“PCF”) today announced that they have filed an action in the U.S. District Court for the District of Massachusetts to, among other things, enforce the voting results in favor of SPE’s nominees for election to the Board of Trustees of First Trust Dynamic Europe Equity Income Fund (“FDEU”) at its annual meeting on April 3, 2023.
The action seeks a declaration that SPE’s nominees to the Board received a majority of the votes that would have been cast by stockholders but for the fact that the incumbent Board improperly refused to count them in order to prevent a fair election. The action also seeks a declaration that FDEU’s control share bylaw, which purports to limit the voting rights of stockholders of FDEU beyond certain ownership thresholds, violates the Investment Company Act of 1940, and is therefore invalid.
Phillip Goldstein, a managing partner of Bulldog Investors and Chairman of SPE and PCF stated: “This lawsuit seeks to vindicate the voting rights of FDEU’s stockholders. While concerns about voter suppression in political elections permeate the news, they are dwarfed by this audacious attempt by FDEU’s trustees to prevent stockholders’ votes from being counted.”
Morris Kandinov LLP is serving as counsel to Bulldog, SPE and PCF in the litigation.
About Bulldog Investors LLP
Bulldog Investors LLP is an SEC-registered investment adviser to SPE and separately managed accounts. (www.BulldogInvestors.com)
Contacts:
InvestorCom LLC
John Glenn Grau
(203) 972-9300 ext. 110
Morris Kandinov LLP
Aaron Morris
(877) 216-1552
aaron@moka.law