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): July 1, 2017

 

STG GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Delaware 001-36149 46-3134302
(State or other jurisdiction of
incorporation)		 (Commission File Number) (I.R.S. Employer Identification
No.)

 

11091 Sunset Hills Road, Suite 200  
Reston, Virginia 20190
(Address of principal executive offices) (Zip Code)

 

(703) 691-2480

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  ☐ Written communication 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 1.02.Termination of a Material Definitive Agreement.

 

On July 1, 2017, the Agreement and Plan of Merger, dated as of February 18, 2017, and amended on May 8, 2017, among STG Group, Inc. (the “Company”), PSS Holdings, Inc. (“PSS”) and the other parties thereto was terminated by PSS following the outside date for closing the transaction in accordance with the terms of the agreement. In connection with the termination, and pursuant to the terms of the agreement, PSS retained the $925,000 advance payment paid to PSS by the Company on May 8, 2017.

 

 

 

 

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.

 

  STG GROUP, INC.
   
Date: July 7, 2017 /s/ Charles L. Cosgrove
  Charles L. Cosgrove
  Chief Financial Officer