8-K 1 s116666_8k.htm FORM 8-K

 

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): March 12, 2019 (March 11, 2019)

 

CF FINANCE ACQUISITION CORP. 

(Exact name of registrant as specified in its charter)

 

Delaware 001-38759 82-2657796
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

 

110 East 59th Street, New York, NY 10022 

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (212) 938-5000

 

Not Applicable
(Former name or former address, if changed since last report)

 

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))

 

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 March 11, 2019, the board of directors (the “Board”) of CF Finance Acquisition Corp., a Delaware corporation (the “Company”) elected each of Steven Bisgay, the Chief Financial Officer of the Company, and Robert Sharp as a Class I director of the Company. Mr. Sharp was appointed as a member of the Company’s Audit Committee and Compensation Committee, replacing Mr. de Castro as a member of each such committee. The Board has determined that Mr. Sharp qualifies as an independent director under rules of the Nasdaq Stock Market.

 

In addition, on March 11, 2019, Henrique de Castro resigned as the Chief Operating Officer of the Company and as a member of the Board and its committees to pursue other professional interests.

 

Robert G. Sharp has over 25 years of experience in corporate acquisitions and strategically building equity value, combining financial and operational expertise. Since January 2014, Mr. Sharp has been Co-CEO of Ramy Brook, a contemporary fashion brand. Mr. Sharp was a founding partner and member of the Executive Committee of MidOcean Partners, a leading private equity firm, from February 2003 to December 2013. From September 1999 to February 2003, Mr. Sharp was a Managing Director at DB Capital Partners, the private equity division of Deutsche Bank, which was acquired out of Deutsche Bank to form MidOcean Partners. Mr. Sharp joined DB Capital Partners from Investcorp International, a global private equity firm. Mr. Sharp has served on numerous corporate boards throughout his career, and is currently Chairman of Thomas Scientific, a supplier of laboratory products and services. Mr. Sharp is a member of the Advisory Board of Mount Sinai Hospital, and a member of the Steering Committee of Duke University’s Financial Economics Center. Mr. Sharp received his B.A. in Economics, Phi Beta Kappa, Summa Cum Laude, from Union College, and his M.B.A in Finance from Columbia University, where he was a Samuel Bronfman Fellow. We believe that Mr. Sharp is qualified to serve as a member of our board of directors due to his extensive investment and management experience.

 

No family relationships exist between Mr. Bisgay or Mr. Sharp and any other directors or executive officers of the Company. There are no arrangements between Mr. Bisgay or Mr. Sharp and any other person pursuant to which Mr. Bisgay or Mr. Sharp, respectively, was nominated as a director of the Company. There are no transactions to which the Company is or was a participant and in which Mr. Bisgay or Mr. Sharp has a material interest subject to disclosure under Item 404(a) of Regulation S-K.

 

 

 

 

SIGNATURE

 

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.

 

  CF FINANCE ACQUISITION CORP.
     
  By: /s/ Howard W. Lutnick
    Name: Howard W. Lutnick
    Title:   Chief Executive Officer
     
Dated: March 12, 2019