UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, DC 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, 2026
Marine Products Corporation
(Exact name of registrant as specified in its charter)
| Delaware |
001-16263 |
58-2572419 |
(State or other jurisdiction of
incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
2801 Buford Highway NE, Suite 300, Atlanta,
Georgia 30329
(Address of principal executive offices) (zip code)
Registrant’s telephone number, including
area code: (404) 321-7910
N/A
(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:
| x |
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, $0.10 par value |
|
MPX |
|
New York Stock Exchange |
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 Arrangement of Certain Officers.
As previously disclosed, on
February 5, 2026, Marine Products Corporation, a Delaware corporation (“Marine Products”), entered into an Agreement and Plan
of Merger (the “Merger Agreement”), by and among MasterCraft Boat Holdings, Inc., a Delaware corporation (“MasterCraft”),
Titan Merger Sub 1, Inc., a Delaware corporation and a wholly owned, direct subsidiary of MasterCraft (“Merger Sub I”), Titan
Merger Sub 2, LLC, a Delaware limited liability company and a wholly owned, direct subsidiary of MasterCraft (“Merger Sub II”),
and Marine Products.
The Merger Agreement, among
other things, provides for the combination of MasterCraft and Marine Products in a stock-and-cash transaction whereby (i) Merger Sub I
will merge with and into Marine Products (the “First Merger”), with Marine Products surviving the First Merger as a direct
wholly owned subsidiary of MasterCraft, and (ii) immediately following the First Merger, Marine Products will merge with and into Merger
Sub II (the “Second Merger” and, together with the First Merger, the “Mergers”), with Merger Sub II surviving
the Second Merger as a wholly owned subsidiary of MasterCraft. The transactions contemplated by the Merger Agreement, including the Mergers,
are referred to herein as the “Transactions” and the consummation of the Transactions is referred to herein as the “Closing”.
On March 12, 2026, the Human
Capital Management and Compensation Committee of the Marine Products Board of Directors approved cash transaction bonuses for the following
Marine Products named executive officers, contingent on the occurrence of the Closing, in the following amounts: (i) Ben M. Palmer, is
eligible to receive a transaction bonus of $200,000, and (ii) Michael L. Schmit is eligible to receive a transaction bonus of $100,000.
Half of the transaction bonuses will become payable upon the Closing, and the remaining half will become payable upon ninety days following
the Closing.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this
Current Report on Form 8-K (this “Current Report”) are “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 (the “Exchange
Act”). These statements relate to future events or future financial performance and involve known and unknown risks, uncertainties,
and other factors that may cause MasterCraft’s, Marine Products’ or the combined company’s actual results, levels of
activity, performance, or achievements or those of the boating industry to be materially different from those expressed or implied by
any forward-looking statements. In some cases, forward-looking statements may be identified by the use of words like “may,”
“will,” “could,” “would,” “should,” “expect,” “anticipate,” “believe,”
“project,” “estimate,” “intend,” “plan,” “pro forma,” or any variations or
other comparable terminology.
Forward-looking statements
are subject to risks, uncertainties and other important factors that could cause actual results to differ materially from those expressed
or implied in the forward-looking statements, including, but not limited to, risks and uncertainties around the occurrence of any event,
change or other circumstance that could give rise to the termination of the Merger Agreement, including circumstances requiring a party
to pay the other party a termination fee pursuant to the Merger Agreement; the risk that the conditions to the completion of the Transactions
are not satisfied in a timely manner or at all; the possibility that competing offers or transaction proposals may be made; the risks
arising from the integration of the MasterCraft and Marine Products businesses; the risk that the anticipated benefits and synergies of
the Transactions may not be realized when expected or at all and that the Transactions may not be completed in a timely manner or at all;
the risk of unexpected costs or expenses resulting from the Transactions; the risk of litigation related to the Transactions, including
resulting expense or delay; the risks related to disruption to ongoing business operations and diversion of management’s time as
a result of the Transactions; the risk that the Transactions may have an adverse effect on the ability of MasterCraft and Marine Products
to retain key personnel, dealers and suppliers; the risk that the credit ratings of the combined company declines following the Transactions;
the risk that the announcement or the consummation of the Transactions has a negative effect on the market price of the capital stock
of MasterCraft and Marine Products or on MasterCraft’s and Marine Products’ operating results; the risk of product liability
litigation or government or regulatory action, including related to product liability claims; the risk of product efficacy or safety concerns
resulting in product recalls or regulatory action; risks relating to inflation and other economic factors, such as interest rate and currency
exchange rate fluctuations, government trade or similar regulatory actions (including current and potential trade and tariff actions and
other constraints on trade affecting the countries where MasterCraft and Marine Products operate and the resulting negative impacts on
each company’s supply chain, commodity costs, and consumer spending), natural disasters, acts of war, terrorism, catastrophes, pandemics,
epidemics, or other disease outbreaks, the prices and availability of MasterCraft’s and Marine Products’ raw materials, manufacturing
difficulties or delays or supply chain disruptions, disruptions in the capital and credit markets, counterparty defaults (including dealers,
suppliers and financial institutions with which MasterCraft’s and Marine Products’ do business), impairment of goodwill and
intangible assets and projections of operating results and other factors that may affect impairment testing; changes in customer preferences;
severe weather conditions; regional instabilities and hostilities; potential competitive pressures on selling prices for the products
of MasterCraft and Marine Products; general economic and political conditions globally and in the markets in which MasterCraft and Marine
Products do business; the ability to maintain key dealer relationships, competition, including technological advances, new products, and
intellectual property attained by competitors; challenges inherent in new product research and development; uncertainty of commercial
success for new and existing products and digital capabilities; challenges to intellectual property protections; the ability of MasterCraft
and Marine Products to successfully execute business development strategy and other strategic plans; changes to applicable laws and regulations
and other requirements imposed by stakeholders; and changes in behavior and spending patterns of consumers.
These and other important
factors discussed under the caption “Risk Factors” in MasterCraft’s Annual Report on Form 10-K for the fiscal year ended
June 30, 2025, filed with the SEC on August 27, 2025, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other
filings made with the SEC, and Marine Products’ Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed
with the SEC on February 27, 2026, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other filings made with
the SEC, in each case could cause actual results to differ materially from those indicated by the forward-looking statements. The discussion
of these risks is specifically incorporated by reference into this Current Report.
Any such forward-looking statements represent estimates
as of the date of this Current Report. These forward-looking statements should not be relied upon as representing our views as of any
date subsequent to the date of this Current Report. Marine Products undertakes no obligation (and expressly disclaims any obligation)
to update or supplement any forward-looking statements that may become untrue or cause our views to change, whether because of new information,
future events, changes in assumptions or otherwise. Comparisons of results for current and prior periods are not intended to express any
future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.
Additional Information and Where to Find It
In connection with the Transactions,
MasterCraft has filed with the SEC a preliminary registration statement on Form S-4 (the “Registration Statement”), which
includes a prospectus with respect to the shares of MasterCraft common stock to be issued in the Transactions and a joint proxy statement/prospectus
for MasterCraft’s and Marine Products’ respective stockholders (the “Joint Proxy Statement/Prospectus”). The definitive
joint proxy statement (if and when available) will be mailed to stockholders of MasterCraft and Marine Products. Each of MasterCraft and
Marine Products may also file with or furnish to the SEC other relevant documents regarding the Transactions. This communication is not
a substitute for the Registration Statement, the Joint Proxy Statement/Prospectus or any other document that MasterCraft and Marine Products
may mail to their respective stockholders in connection with the Transactions.
INVESTORS AND SECURITY HOLDERS
ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE
DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTIONS, WHEN THEY BECOME AVAILABLE,
BECAUSE THEY DO AND WILL CONTAIN IMPORTANT INFORMATION ABOUT MASTERCRAFT, MARINE PRODUCTS AND THE TRANSACTIONS.
Investors and security holders
may obtain copies of these documents free of charge through the website maintained by the SEC at www.sec.gov or from MasterCraft
at its website, www.mastercraft.com, or from Marine Products at its website, www.marineproductscorp.com. Documents filed
with the SEC by MasterCraft will be available free of charge by accessing the investor section of MasterCraft’s website, www.investors.mastercraft.com,
or, alternatively, by directing a request by email to MasterCraft at investorrelations@mastercraft.com and documents filed with
the SEC by Marine Products will be available free of charge by accessing Marine Products’ website at www.marineproductscorp.com
under the heading Investor Relations or, alternatively, by directing a request by email to Marine Products at jlarge@marineproductscorp.com.
Participants in the Solicitation
MasterCraft, Marine Products
and certain of their respective directors, executive officers and other members of management and employees may be deemed to be participants
in the solicitation of proxies from the stockholders of MasterCraft and Marine Products in connection with the Transactions under the
rules of the SEC. Information about MasterCraft’s directors and executive officers is available in MasterCraft’s proxy statement
dated September 15, 2025 for its 2025 Annual Meeting of Stockholders (available here).
To the extent holdings of MasterCraft common stock by the directors and executive officers of MasterCraft have changed from the amounts
of MasterCraft common stock held by such persons as reflected therein, such changes have been or will be reflected on Statements of Change
in Ownership on Form 4 filed with the SEC (available at https://www.sec.gov/cgi-bin/own-disp?action=getissuer&CIK=0001638290).
Information about Marine Products’ directors and executive officers is available in Marine Products’ proxy statement dated
March 12, 2025 for its 2025 Annual Meeting of Stockholders (available here).
To the extent holdings of Marine Products common stock by the directors and executive officers of Marine Products have changed from the
amounts of Marine Products common stock held by such persons as reflected therein, such changes have been or will be reflected on Statements
of Change in Ownership on Form 4 filed with the SEC (available at https://www.sec.gov/cgi-bin/own-disp?action=getissuer&CIK=0001129155).
Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security
holdings or otherwise, will be contained in the Joint Proxy Statement/Prospectus and other relevant materials to be filed with the SEC
regarding the Transactions when they become available. Investors should read the Joint Proxy Statement/Prospectus carefully when it becomes
available before making any voting or investment decisions. You may obtain free copies of these documents from the SEC’s website
at www.sec.gov or from MasterCraft or Marine Products using the sources indicated above.
No Offer or Solicitation
This Current Report does not
constitute an offer to sell or the solicitation of an offer to subscribe for or buy any securities or a solicitation of any vote or approval
with respect to the Transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
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.
| Date: March 18, 2026 |
|
MARINE PRODUCTS CORPORATION |
| |
|
|
| |
By: |
/s/ Michael L. Schmit |
| |
|
Michael L. Schmit |
| |
|
Vice President and Chief Financial Officer |
