Page 9 of 17 SEC Filing
Item 1. Security and Issuer.
This statement relates to the Class A Common Stock, par value $1.00 per share (the “Class A Common Stock”), of Champion Industries, Inc. (the “Issuer”). The principal executive offices of the Issuer are located at 2450 First Avenue, Huntington, West Virginia 25703.
Item 2. Identity and Background.
(a) This statement is being jointly filed by (i) Marshall T. Reynolds, (ii) Glenn W. Wilcox, Sr., (iii) Philip E. Cline (iv) Neal W. Scaggs (v) Louis J. Akers, and (vi) Justin T. Evans (i) through (vi) are referred to herein as the “Reporting Persons.” Messrs. Reynolds, Wilcox, Cline, Scaggs and Akers are members of the Board of Directors of the Issuer, and Mr. Reynolds is also Chairman of the Board and Chief Executive Officer of the Issuer. Mr. Evans is Senior Vice President and Chief Financial officer of the Issuer. Mr. Reynolds also owns and controls The Harrah & Reynolds Corporation.
This filing is being made because the Board of Directors (“Board”) of Champion Industries, Inc. (the “Company”) on January 18, 2016 approved a 1-for-200 reverse stock split of the outstanding shares of its Class A Common Stock. As part of the proposed transaction, authorized shares of Class B Common Stock, which are unissued, likewise would be subject to and adjusted for a 1-for-200 reverse stock split as well.
If the transaction is approved by the Company’s stockholders and implemented, the Company expects to have fewer than 300 stockholders of record of its outstanding common stock, in which event the Company intends to deregister its shares and cease to be a reporting company under the Securities and Exchange Act of 1934.
Pursuant to the proposed transaction, stockholders holding fewer than 200 shares of the Company’s Class A Common Stock immediately before the transaction would have such shares cancelled and converted into the right to receive from the Company a cash payment of thirty cents ($0.30) for each such share owned before the reverse stock split. Stockholders holding 200 or more shares of the Company’s Class A Common Stock immediately before the reverse stock split will receive one share for each 200 common shares held and, as applicable, fractional shares based on the 1-for-200 reverse stock split ratio. Cash consideration would only be paid to shareholders who, after the reverse stock split, hold less than one (1.0) whole share of the post-split Class A Common Stock.
Implementation of the reverse stock split is subject to stockholder approval of an amendment to the Company’s Articles of Incorporation. Approval of the amendment would require the approval of a majority of the Company’s outstanding shares. The Company expects the amendment will be presented to the stockholders for a vote on the amendment at the Company’s 2016 annual meeting of stockholders which will be held on March 21, 2016, and that if this amendment is approved, the reverse stock split and deregistration will be effective thereafter. If for any reason, the amendment cannot be presented at the 2016 annual stockholders meeting, the Board will set a date and time for a special meeting of stockholders at which the amendment will be voted upon by stockholders.
The reporting persons submitting this filing include the current directors and the Company’s current Chief Executive Officer/Chairman of the Board as well as its current Senior Vice President/Chief Financial Officer. Considered together they own approximately 56.6% of the Company’s outstanding Class A Common Stock, although it is noted that Mr. Evans does not own any such shares. In their capacities as directors and/or officers, these reporting persons, have indicated they support the proposed transaction and, to the extent they own or control shares of Class A Common Stock, they intend to support the proposed transaction and to vote in favor of the proposed amendment to the Company’s Articles of Incorporation when the amendment is presented to a vote of the Company’s stockholders. To the extent they thus may be viewed or considered a group acting to effectuate transactions that would lead to the ultimate deregistration of the Company and its Class A Common Stock, these reporting persons are making this filing.
(b) The address of the principal business office of each Reporting Person is as follows:
| Reporting Person | Address | |
| Marshall T. Reynolds | P.O. Box 4040 | |
| Huntington, WV 25729 | ||
| The Harrah and Reynolds Corporation | P.O. Box 4040 | |
| Huntington, WV 25729 | ||
| Glenn W. Wilcox, Sr. | 1705 BB&T Building | |
| Asheville, NC 28801 | ||
| Philip E. Cline | P.O. Box 119 | |
| Huntington, WV 25706 | ||
| Neal W. Scaggs | P.O. Box 1650 | |
| Logan, WV 25601 | ||
| Louis J. Akers | P.O. Box 2968 | |
| Huntington, WV 25728 | ||
| Justin T. Evans | P.O. Box 2968 | |
| Huntington, WV 25728 | ||
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