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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): December 21, 2021

 

 

LANDSEA HOMES CORPORATION

 

(Exact name of registrant as specified in its charter)

 

 

Delaware   001-38545   82-2196021
(State or other jurisdiction   of incorporation)   (Commission
File Number)		   (IRS Employer
Identification No.)
             
660 Newport Center Drive, Suite 300   Newport Beach, California       92660
(Address of principal executive offices)       (Zip Code)

 

Registrant’s telephone number, including area code: (949) 345-8080

 

 

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 Symbol(s)   Name of Each Exchange on Which Registered
Common Stock, par value $0.0001 per share   LSEA   The Nasdaq Capital Market
         
Warrants exercisable for Common Stock   LSEAW   The Nasdaq Capital Market

 

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 1.01 Entry into a Material Definitive Agreement.

 

On December 21, 2021, Landsea Homes Corporation (the “Company”) entered into Amendment No. 1 to the Stockholder’s Agreement with Landsea Holdings Corporation (“LHC”) to amend the terms of the Stockholder’s Agreement (the “Amendment”), to provide that the size of the Company’s Board of Directors (the “Board”) be increased from nine (9) to eleven (11) directors, and to increase the number of directors designated by LHC by one (1) director for so long as the Combined Ownership Percentage (as defined in the Stockholder’s Agreement) is greater than 39%. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.2 hereto and is incorporated herein by reference.

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

(d) On December 21, 2021, the Company’s Board appointed Ms. Susan Lattmann and Ms. Mollie Fadule to serve as directors, effective December 31, 2021. The size of the Board was increased from nine to eleven directors in connection with the appointments. Neither Ms. Lattmann nor Ms. Fadule has been appointed to serve on any Board committee at this time and each will stand for election by the Company’s stockholders at the Annual Meeting of Stockholders in June 2022.

 

Neither Ms. Lattmann nor Ms. Fadule has been selected as a director pursuant to any arrangement or understanding between her and any other person and there are no related party transactions between the Company and Ms. Lattmann or Ms. Fadule. Ms. Lattmann and Ms. Fadule will each receive compensation for service on the Board in accordance with the standard compensatory arrangement described in the Company’s proxy statement filed on July 9, 2021 for non-employee directors, pro-rated for service until the Annual Meeting of Stockholders in June 2022.

 

A copy of the Company’s press release announcing the appointments of Ms. Lattmann and Ms. Fadule is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

 

(d) Exhibits

  

Exhibit No. Description
   
10.1 Stockholder’s Agreement, by and between Landsea Homes Corporation and Landsea Holdings Corporation, dated January 7, 2021 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 13, 2021 and incorporated herein by reference)

 

10.2 First Amendment to the Stockholder’s Agreement, dated December 21, 2021, by and between Landsea Homes Corporation and Landsea Holdings Corporation.

 

99.1 Press Release, dated December 27, 2021

 

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 
 

  

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.

 

  LANDSEA HOMES CORPORATION
     
Date: December 27, 2021 By: /s/ Franco Tenerelli
    Name: Franco Tenerelli
    Title: EVP, Chief Legal Officer and Secretary