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):

February 11, 2019 (February 7, 2019)

 

 

Registrant’s Telephone Number, Including Area Code: (817) 799-4900

 

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 (see General Instruction A.2. below):

 

☐ 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))

 

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

On February 7, 2019, the Legacy Housing Corporation (the “Company”) Board of Directors separated the roles of Chief Executive Officer and Executive Chairman of the Board. Accordingly, Curtis D. Hodgson has transitioned from his role as the Company’s Co-Chief Executive Officer to become its Executive Chairman of the Board of Directors, as approved by the Company’s Board of Directors (where he was already a director).  This transition was effective immediately.  Mr. Hodgson will remain actively involved with Legacy in this role, including with respect to overall corporate strategy and manufactured home park development and financing.

Kenneth E. Shipley, who previously managed the affairs of the Company with Mr. Hodgson as Co-Chief Executive Officers, will become the sole Chief Executive Officer of the Company.  Mr. Shipley has also been appointed by the Board of Directors to serve as the Company’s President.

For biographical information concerning Messrs. Hodgson and Shipley, see the Company’s Final Prospectus (as part of Registration Statement on Form S-1, Registration No. 333-228288) filed with the Securities and Exchange Commission on December 14, 2018.

A copy of the press release announcing this management change is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01   Financial Statements and Exhibits.

 

(d)         Exhibits

 

 

SIGNATURES

Pursuant to the requirement 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.

 

 

Exhibit 99.1

 

Legacy Housing Corporation Announces Separation of CEO and Executive Chairman Roles

BEDFORD, TX, February 11, 2019 – Legacy Housing Corporation (NASDAQ: LEGH) today announced that, consistent with corporate governance best practices, the Company will separate the roles of Chief Executive Officer and Executive Chairman of the Board. Accordingly, Curtis D. Hodgson is transitioning from his role as Co-Chief Executive Officer of Legacy Housing to become its Executive Chairman of the Board of Directors, as approved by the company’s Board of Directors. This transition was effective immediately. Mr. Hodgson will remain actively involved with Legacy in this role, including with respect to overall corporate strategy and manufactured home park development and financing.

Kenneth E. Shipley, who previously managed the company with Mr. Hodgson as Co-Chief Executive Officers, will become the sole Chief Executive Officer of Legacy Housing. Mr. Shipley has also been appointed by the Board of Directors to serve as Legacy Housing’s President.

Mr. Hodgson and Mr. Shipley co-founded Legacy Housing in 2005.

Mr. Shipley stated: “I look forward to continuing to work with Curt in his new role as Executive Chairman of the Board. Titles may have changed, but Curt will continue to be a critical part of our company and we will continue to rely on his strategic guidance and vision with him leading the company’s Board of Directors. Curt and I founded and built this company together, and Curt will be just as big a part of our company’s future as he is our past. But this new role will enable him to focus on overall corporate strategy in addition to key, critical projects that will require his expertise and attention. I am excited about the future of Legacy and, in my role as CEO and President, I will continue to work as hard as I can, along with the rest of our management, to grow Legacy and find ways to provide value to our shareholders.”

About Legacy Housing Corporation

Legacy Housing Corporation builds, sells and finances manufactured homes and “tiny houses” that are distributed through a network of independent retailers and company-owned stores and are sold directly to manufactured housing communities. We are the fourth largest producer of manufactured homes in the United States as ranked by number of homes manufactured based on information available from the Manufactured Housing Institute and IBTS for the second quarter of 2018. With current operations focused primarily in the southern United States, we offer our customers an array of quality homes ranging in size from approximately 390 to 2,667 square feet consisting of 1 to 5 bedrooms, with 1 to 3 1/2 bathrooms. Our homes range in price, at retail, from approximately $22,000 to $95,000. The common stock of the company is traded on The Nasdaq Global Select Market under the symbol “LEGH.”

Forward-Looking Statement

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All forward-looking statements are inherently uncertain as they are based on current expectations and assumptions concerning future events or future performance of the company. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. In evaluating such statements, prospective investors should review carefully various risks and uncertainties identified in this release and matters set in the company’s SEC filings. These risks and uncertainties could cause the company’s actual results to differ materially from those indicated in the forward-looking statements.