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): January 30, 2017

 

 

 

HENNESSY CAPITAL ACQUISITION CORP. II

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-37509   47-3913221
(State or Other Jurisdiction
of Incorporation)		   (Commission
File Number)		   (IRS Employer
Identification No.)

 

700 Louisiana Street, Suite 900 Houston, Texas   77002
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (713) 300-8242

 

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))

 

 

 

  

 

 

Item 8.01 Other Events

 

On January 30, 2017, Hennessy Capital Acquisition Corp. II (“Hennessy Capital” or the “Company”) announced that it has established a record date of January 31, 2017 and a meeting date of February 27, 2017 for and in advance of its special meeting of stockholders to be held with respect to its proposed business combination (the “Business Combination”) with Daseke, Inc. (“Daseke”) pursuant to the Agreement and Plan of Merger, dated as of December 22, 2016, by and among the Company, its wholly-owned subsidiary, HCAC Merger Sub, Inc., Daseke, and Don R. Daseke, solely in his capacity as the Stockholder Representative, and the transactions contemplated thereby, which provides for the acquisition by Hennessy Capital of all of the outstanding capital stock of Daseke through a merger of HCAC Merger Sub, Inc. with and into Daseke, with Daseke surviving such merger as a direct wholly-owned subsidiary of the Company. Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference into this Item 8.01 is a copy of the press release issued January 30, 2017 announcing the establishment of the January 31, 2017 record date and the February 27, 2017 meeting date for the special meeting of Hennessy Capital stockholders.

 

Additional Information About the Proposed Business Combination and Where to Find It

 

The proposed Business Combination will be submitted to stockholders of the Company for their consideration. The Company has filed with the Securities and Exchange Commission (the “SEC”) an amended preliminary proxy statement on January 20, 2017 (and intends to file with the SEC a definitive proxy statement) in connection with the Business Combination and related matters and will mail a definitive proxy statement and other relevant documents to its stockholders as of the record date established for voting on the Business Combination. The Company’s stockholders and other interested persons are advised to read the preliminary proxy statement and any amendments thereto and, once available, the definitive proxy statement, in connection with the Company’s solicitation of proxies for its special meeting of stockholders to be held to approve the Business Combination and related matters, because these documents will contain important information about the Company, Daseke and the Business Combination. Stockholders may also obtain a copy of the proxy statement as well as other documents filed with the SEC by the Company, without charge, at the SEC’s website located at www.sec.gov or by directing a request to Hennessy Capital Acquisition Corp. II, Attn: Nicholas A. Petruska, Executive Vice President, Chief Financial Officer and Secretary, 700 Louisiana Street, Suite 900, Houston, Texas 77002 or by telephone at (713) 300-8242.

 

Participants in the Solicitation

 

The Company and its directors and executive officers and other persons may be deemed to be participants in the solicitations of proxies from the Company’s stockholders in respect of the proposed Business Combination. Information regarding the Company’s directors and executive officers is available in the Company’s preliminary proxy statement filed by the Company with the SEC on January 20, 2017. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests is contained in the preliminary proxy statement, which can be obtained free of charge from the sources indicated above.

 

No Offer or Solicitation of Securities

 

This Report does 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 jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Number   Description
99.1   Press Release dated January 30, 2017

 

 2 

 

 

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: January 30, 2017 HENNESSY CAPITAL ACQUISITION CORP. II
     
  By: /s/ Daniel J. Hennessy
  Name: Daniel J. Hennessy
  Title: Chief Executive Officer

 

 3 

 

 

EXHIBIT INDEX

 

Number Description
99.1   Press Release dated January 30, 2017

 

 

4