AFGL / AFG Holdings Inc - SEC-arkivering, Årsberetning, Fuldmagtserklæring

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 AFG Holdings, Inc. (Exact name of registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 AFG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 80-0872623 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 9

As filed with the Securities and Exchange Commission on July 9, 2018.

S-1/A 1 d552789ds1a.htm S-1/A Table of Contents As filed with the Securities and Exchange Commission on July 9, 2018. Registration No. 333-225386 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to Form S-1 Registration Statement Under The Securities Act of 1933 AFG Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 3533 80-0872623

Form of Underwriting Agreement

EX-1.1 2 d831500dex11.htm EX-1.1 Exhibit 1.1 AFG Holdings, Inc. Common Stock Underwriting Agreement [•], 2018 Goldman Sachs & Co. LLC Credit Suisse Securities (USA) LLC Piper Jaffray & Co. As representatives (the “Representatives”) of the several Underwriters named in Schedule I hereto, c/o Goldman Sachs & Co. LLC 200 West Street, New York, New York 10282 c/o Credit Suisse Securities (USA) LLC 11

As filed with the Securities and Exchange Commission on July 2, 2018

As filed with the Securities and Exchange Commission on July 2, 2018 Registration No.

As filed with the Securities and Exchange Commission on June 26, 2018.

Table of Contents As filed with the Securities and Exchange Commission on June 26, 2018.

Form of Amended and Restated 2017 Incentive Plan.

EXHIBIT 10.12 AFG HOLDINGS AMENDED AND RESTATED 2017 EQUITY AND PERFORMANCE INCENTIVE PLAN ARTICLE I ESTABLISHMENT AND PURPOSE; ADMINISTRATION 1.1 Establishment. AFG Holdings, Inc., a Delaware corporation (the “Company”), hereby establishes a stock incentive plan to be known as the “AFG Holdings Equity and Performance Incentive Plan” (the “Plan”). The Plan shall become effective as of the date (th

Stock Option Agreement of Curtis Samford, dated September 11, 2017.

EXHIBIT 10.8 AFG HOLDINGS, INC. NONQUALIFIED STOCK OPTION AGREEMENT This NONQUALIFIED STOCK OPTION AGREEMENT (this ?Agreement?) is made as of September 11, 2017 (the ?Date of Grant?) by and between AFG Holdings, Inc., a Delaware corporation (the ?Company?), and Curtis Samford (?Optionee?). As a condition precedent to the Company?s grant of the Option (as defined in Section 2 of this Agreement) to

Form of Fourth Amended and Restated Certificate of Incorporation of AFG Holdings, Inc.

EXHIBIT 3.3 FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AFG HOLDINGS, INC. AFG Holdings, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the “DGCL”), hereby certifies as follows: 1. The original Certificate of Incorporation of the Corporation was filed with the Se

Stock Option Agreement of Lawrence Blackburn, dated December 1, 2017.

EX-10.9 13 d552789dex109.htm EX-10.9 EXHIBIT 10.9 AFG HOLDINGS, INC. NONQUALIFIED STOCK OPTION AGREEMENT This NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made as of December 1, 2017 (the “Date of Grant”) by and between AFG Holdings, Inc., a Delaware corporation (the “Company”), and Larry Blackburn (“Optionee”). As a condition precedent to the Company’s grant of the Option (as defined

Form of Third Amended and Restated Bylaws of AFG Holdings, Inc.

EXHIBIT 3.4 THIRD AMENDED AND RESTATED BYLAWS OF AFG HOLDINGS, INC. Incorporated under the Laws of the State of Delaware Date of Adoption: [●], 2018 ARTICLE I OFFICES AND RECORDS SECTION 1.1 Registered Office. The registered office of AFG Holdings, Inc. (the “Corporation”) in the State of Delaware shall be as set forth in the Fourth Amended and Restated Certificate of Incorporation of the Corporat

Form of Indemnification Agreement.

EXHIBIT 10.4 INDEMNIFICATION AGREEMENT This Indemnification Agreement is effective as of [?], 2018, (this ?Agreement?) and is between AFG Holdings, Inc., a Delaware corporation (the ?Company?), and the undersigned director/officer of the Company (the ?Indemnitee?). Background The Company believes that, in order to attract and retain highly competent persons to serve as directors or in other capaci

Form of Amendment to Stock Option Agreement.

EXHIBIT 10.11 AMENDMENT NO. 1 TO AFG HOLDINGS, INC. NONQUALIFIED STOCK OPTION AGREEMENT THIS AMENDMENT NO. 1 (this “Amendment”), is dated as of May [ ], 2018 (the “Effective Date”) and amends that certain Nonqualified Stock Option Agreement (the “Agreement”) dated effective as of [DATE] between [EXECUTIVE] (“Optionee”) and AFG Holdings, Inc., a Delaware corporation (the “Company”). Capitalized ter

ABL Credit Agreement, dated as of June 7, 2017, by and among AFG Holdings, Inc., as parent, Ameriforge Group Inc., as the borrower, the other guarantors party thereto from time to time, Deutsche Bank AG New York Branch, as administrative agent, collateral agent and L/C issuer, and the lenders party thereto from time to time.

EX-10.1 8 d552789dex101.htm EX-10.1 EXHIBIT 10.1 ABL CREDIT AGREEMENT Dated as of June 7, 2017 Among AFG HOLDINGS, INC. (f/k/a FR AFG HOLDINGS, INC.) as Parent, AMERIFORGE GROUP INC. as the Borrower, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, DEUTSCHE BANK AG NEW YORK BRANCH as Administrative Agent, Collateral Agent and L/C Issuer and THE LENDERS PARTY HERETO FROM TIME TO TIME DEUTSCHE B

As filed with the Securities and Exchange Commission on June 11, 2018.

Table of Contents As filed with the Securities and Exchange Commission on June 11, 2018.

Warrant Agreement.

EXHIBIT 4.3 WARRANT AGREEMENT between AFG HOLDINGS, INC. and COMPUTERSHARE TRUST COMPANY, N.A. COMPUTERSHARE INC., as Warrant Agent Dated as of June 8, 2017 Warrants To Purchase Common Stock TABLE OF CONTENTS 1. Definitions 1 2. Warrant Certificates 6 2.1. Issuance of Warrants 6 2.2. Form of Warrant Certificates 6 2.3. Execution and Delivery of Warrants 6 3. Exercise and Expiration of Warrants 7 3

Form of Stockholders Agreement.

EX-4.2 5 d552789dex42.htm EX-4.2 EXHIBIT 4.2 STOCKHOLDERS’ AGREEMENT This STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of [·], 2018, is entered into by and among AFG Holdings, Inc., a Delaware corporation (the “Company”), the stockholders identified on the signature pages hereto, and any other persons signatory hereto from time to time (collectively, the “Principal Stockholders”). WHEREAS,

Registration Rights Agreement.

EXHIBIT 4.1 AFG HOLDINGS, INC. REGISTRATION RIGHTS AGREEMENT DATED AS OF JUNE 8, 2017 Table of Contents Page 1. Definitions 1 2. Registration 6 3. Alternative Transactions 16 4. Registration Procedures 16 5. Registration Expenses 22 6. Indemnification 23 7. Facilitation of Sales Pursuant to Rule 144 26 8. Transfer Restrictions 27 9. Miscellaneous 27 AFG HOLDINGS, INC. REGISTRATION RIGHTS AGREEMENT

Form of AFG Holdings, Inc. 2018 Omnibus Incentive Plan.

EXHIBIT 10.3 AFG HOLDINGS, INC. 2018 OMNIBUS INCENTIVE PLAN ARTICLE I PURPOSE The purpose of this AFG Holdings, Inc. 2018 Omnibus Incentive Plan is to enhance the profitability and value of the Company for the benefit of its stockholders by enabling the Company to offer Eligible Individuals cash and stock-based incentives in order to attract, retain and reward such individuals and strengthen the m

Term Loan Credit Agreement, dated as of June 8, 2017, by and among AFG Holdings, Inc., as parent, Ameriforge Group Inc., as the borrower, the other guarantors party thereto from time to time, Cortland Capital Markets Services LLC, as administrative agent and collateral agent, and the lenders party thereto from time to time.

EX-10.2 9 d552789dex102.htm EX-10.2 EXHIBIT 10.2 CREDIT AGREEMENT Dated as of June 8 2017 Among AFG HOLDINGS, INC. (f/k/a FR AFG HOLDINGS, INC.) as Parent, AMERIFORGE GROUP INC. as the Borrower, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME CORTLAND CAPITAL MARKET SERVICES LLC, as Administrative Agent and Collateral Agent, and THE LENDERS PARTY HERETO FROM TIME TO TIME TABLE OF CONTENTS Page

Stock Option Agreement of Thomas Giles, dated July 31, 2017.

EXHIBIT 10.10 AFG HOLDINGS, INC. NONQUALIFIED STOCK OPTION AGREEMENT This NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made as of July 31, 2017 (the “Date of Grant”) by and between AFG Holdings, Inc., a Delaware corporation (the “Company”), and Tom Giles (“Optionee”). As a condition precedent to the Company’s grant of the Option (as defined in Section 2 of this Agreement) to Optionee,

List of subsidiaries of AFG Holdings, Inc.

Exhibit 21.1 SUBSIDIARIES OF AFG HOLDINGS, INC. Name of Subsidiary Jurisdiction of Organization Ameriforge Group Inc. Texas Ameriforge Corporation Texas AFG Brazil Holdings LLC Texas Advanced Measurements Inc. Canada AF Gloenco Inc. Delaware NRG Manufacturing Inc. Texas

Powers of Attorney (included on the signature page of this Registration Statement).

Table of Contents As filed with the Securities and Exchange Commission on June 1, 2018.

Employment Agreement of Lawrence Blackburn, dated December 1, 2017.

Exhibit 10.6 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (“Agreement’’) is entered into as of December 1, 2017 (the “Effective Date”) between Ameriforge Group, Inc. d/b/a AF Global Corporation, a Texas corporation (the “Company”), and Larry Blackburn (“Executive”). In consideration of the mutual covenants contained herein and other good and valuable consideration (including a Nonqualified Stock

Second Amended and Restated Bylaws of AFG Holdings, Inc.

Exhibit 3.2 SECOND AMENDED AND RESTATED BY-LAWS OF AFG HOLDINGS, INC. (Amended and Restated as of June 8, 2017 (the “Emergence Date”) ARTICLE 1 OFFICES Section 1.01. Registered Office. The registered office of AFG Holdings, Inc. (the “Corporation”) in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle. Section 1.02. Other Offices. The Corpor

Severance Letter Agreement of Thomas Giles, dated July 31, 2017.

EX-10.7 6 d552789dex107.htm EX-10.7 Exhibit 10.7 July 31, 2017 Tom Giles Houston, TX 77024 Re: Severance Letter Agreement Dear Mr. Giles: AFGlobal Corporation (the “Company”) has determined that appropriate steps should be taken to reinforce and encourage your continued attention and dedication to the Company and to recognize the continuing importance of your work to the success of the Company. Ac

Third Amended and Restated Certificate of Incorporation of AFG Holdings, Inc.

Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION (Amended and Restated as of June 8, 2017) FR AFG Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), does hereby certify: 1. The present name of the Corporation is FR AFG Holdings, Inc. The Corporation filed a Certificate of Incorporation with the Secretary of State of

Employment Agreement of Curtis Samford, dated September 11, 2017.

Exhibit 10.5 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of September 11, 2017 (the “Effective Date”) between Ameriforge Group, Inc. d/b/a AF Global Corporation, a Texas corporation (the “Company”), and Curtis Samford (“Executive”). In consideration of the mutual covenants contained herein and other good and valuable consideration (including a Nonqualified Stock

THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION (Amended and Restated as of June 8, 2017)

EX-3 2 filename2.htm Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION (Amended and Restated as of June 8, 2017) FR AFG Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify: 1. The present name of the Corporation is FR AFG Holdings, Inc. The Corporation filed a Certificate of Incorporation with the S

SECOND AMENDED AND RESTATED BY-LAWS AFG HOLDINGS, INC. (Amended and Restated as of June 8, 2017 (the “Emergence Date”) ARTICLE 1

EX-3 3 filename3.htm Exhibit 3.2 SECOND AMENDED AND RESTATED BY-LAWS OF AFG HOLDINGS, INC. (Amended and Restated as of June 8, 2017 (the “Emergence Date”) ARTICLE 1 OFFICES Section 1.01. Registered Office. The registered office of AFG Holdings, Inc. (the “Corporation”) in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle. Section 1.02. Othe

As confidentially submitted with the Securities and Exchange Commission on May 11, 2018.

DRS/A 1 filename1.htm Table of Contents As confidentially submitted with the Securities and Exchange Commission on May 11, 2018. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Confidential Draft Submission No. 2 Form S-1 Registration Statement Under The Securities Act of 1933 AFG Holdings, Inc. (Exact name of registrant as specified in its charter) De

As confidentially submitted with the Securities and Exchange Commission on April 6, 2018.

DRS 1 filename1.htm Table of Contents As confidentially submitted with the Securities and Exchange Commission on April 6, 2018. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Confidential Draft Submission No. 1 Form S-1 Registration Statement Under The Securities Act of 1933 AFG Holdings, Inc. (Exact name of registrant as specified in its charter) Del