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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)
February 5, 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 2.02. Results of Operations and Financial Condition.
On February 5, 2026, Marine
Products Corporation (“Marine Products”) announced its financial results for the fourth quarter and full year 2025. The full
text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K and
is incorporated herein by reference.
The information in this Form
8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly provided by specific
reference in such a filing.
Item 8.01. Other Events.
On February 5, 2026, Marine
Products and MasterCraft Boat Holdings, Inc., a Delaware corporation (“MasterCraft”), issued a joint press release announcing
the execution of an Agreement and Plan of Merger, dated as of February 5, 2026, by and among Marine Products, MasterCraft, Titan Merger
Sub 1, Inc., a Delaware corporation and a direct wholly owned subsidiary of MasterCraft, and Titan Merger Sub 2, LLC, a Delaware limited
liability company and a direct wholly owned subsidiary of MasterCraft (the “Merger Agreement”), providing for the acquisition
of Marine Products by MasterCraft. A copy of the joint press release announcing the execution of the Merger Agreement is attached as Exhibit
99.2 to this Current Report and is incorporated herein by reference.
In connection with the announcement of the Merger Agreement, Marine
Products issued an investor presentation containing supplemental information regarding the transactions, a copy of which is attached as
Exhibit 99.3 to this Current Report and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are being furnished as
part of this report:
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release dated February 5, 2026 |
| 99.2 |
|
Joint Press Release dated February 5, 2026 |
| 99.3 |
|
Investor Presentation dated February 5, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 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 proposed 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 proposed transactions may not be realized
when expected or at all and that the proposed transactions may not be completed in a timely manner or at all; the risk of unexpected costs
or expenses resulting from the proposed transactions; the risk of litigation related to the proposed 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 proposed transactions; the risk that the proposed 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
proposed transactions; the risk that the announcement or the consummation of the proposed 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, 2024, filed with the SEC on February 28, 2025, 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 proposed transactions, MasterCraft intends to
file with the SEC a registration statement on Form S-4 (the “Registration Statement”), which will include a prospectus with
respect to the shares of MasterCraft common stock to be issued in the proposed 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 proposed 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 proposed 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 PROPOSED TRANSACTIONS, WHEN THEY BECOME AVAILABLE, BECAUSE THEY DO AND WILL CONTAIN
IMPORTANT INFORMATION ABOUT MASTERCRAFT, MARINE PRODUCTS AND THE PROPOSED 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 proposed 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 proposed 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 proposed 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.
| |
MARINE PRODUCTS CORPORATION |
| |
|
| Date: February 5, 2026 |
By: |
/s/
Michael L. Schmit |
| |
Michael L. Schmit |
| |
Vice President and Chief Financial Officer |
