9 unchanged sentences
Such attacks or incidents could have a material adverse effect on our operating results and financial condition, subject us to additional legal costs and damage our reputation in the marketplace.
−Removed: For example, a putative class action lawsuit was filed against DSG in April 2023 asserting a variety of claims seeking monetary damages, injunctive relief and other related relief in connection with the Cyber Incident, which could result in additional legal and other costs.
−Removed: The techniques used by criminals to obtain unauthorized access to sensitive data change frequently and often are not
−Removed: recognizable until launched against a target or until a breach has already occurred.
+Added: For example, a putative class action lawsuit was filed
+Added: against DSG in April 2023 asserting a variety of claims seeking monetary damages, injunctive relief and other related relief in connection with the Cyber Incident, which could result in additional legal and other costs.
+Added: The techniques used by criminals to obtain unauthorized access to sensitive data change frequently and often are not recognizable until launched against a target or until a breach has already occurred.
Accordingly, we may be unable to anticipate these techniques or implement adequate preventative measures.
8 unchanged sentences
We may fail to successfully identify the right opportunities and/or to successfully integrate the acquired businesses, operations, technologies, systems and/or personnel with those of DSG, which could adversely affect our business, financial condition and results of operations.
−Removed: For example, on March 30, 2023, DSG entered into a stock purchase agreement for the acquisition by DSG of all of the issued and outstanding capital stock of HIS Company, Inc., which is a distributor of specialty products serving industrial technology applications.
−Removed: DSG can give no assurance that it will complete the transaction.
−Removed: If DSG completes the transaction, DSG may not realize the anticipated benefits of the transaction.
−Removed: Furthermore, if DSG completes the transaction, DSG would need to finance a portion of the purchase price through means that would be expected to include the incurrence of additional indebtedness and the issuance of additional shares of DSG common stock (including to LKCM or its affiliates), which could have a material adverse effect on our business, financial condition and results of operations.
−Removed: Refer to Note 3 – Business Acquisitions within Item 1.
−Removed: Financial Statements for additional information regarding the anticipated financing of the Hisco Transaction.
−Removed: The completion of the transaction (or any other acquisition transaction) and the financing thereof may also amplify various of the other risks and uncertainties to which the DSG is subject, including the risk factors discussed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and in this Quarterly Report on Form 10-Q.
Common Stock Risks
1 unchanged sentence
Bryan King beneficially own a significant majority of the outstanding DSG common stock and, therefore, have significant influence over our Company, which could delay or deter a change in control or other business combination or otherwise cause us to take actions with which you may disagree.
−Removed: Based on a Schedule 13D filed with the SEC by LKCM and various other persons and entities (as amended through March 21, 2023), entities affiliated with LKCM beneficially owned in the aggregate approximately 16.3 million shares of DSG common stock as of March 20, 2023, representing approximately 77.4% of the outstanding shares of DSG common stock as of March 31, 2023.
+Added: Based on a Schedule 13D filed with the SEC by LKCM and various other persons and entities (as amended through June 2, 2023), entities affiliated with LKCM beneficially owned in the aggregate approximately 18.2 million shares of DSG common stock as of June 1, 2023, representing approximately 77.9% of the outstanding shares of DSG common stock as of June 30, 2023.
Bryan King, Chairman and Chief Executive Officer of the Company, is a Principal of LKCM.
−Removed: As a result, LKCM has significant influence over the outcome of matters requiring a stockholder vote, including the election of directors and the approval of other significant matters, and LKCM’s interests may not align with the interests of other stockholders.
+Added: In addition, M.
+Added: Bradley Wallace, who became a director of the Company upon his election at the Company’s 2023 annual stockholders meeting on May 19, 2023, is a Founding Partner of LKCM Headwater Investments, the private capital investment group of LKCM As a result, LKCM has significant influence over the outcome of matters requiring a stockholder vote, including the election of directors and the approval of other significant matters, and LKCM’s interests may not align with the interests of other stockholders.
This concentration of ownership could also have the effect of delaying or preventing a change of control or other business combination that might be beneficial to our stockholders.
8 unchanged sentences
Exhibit # Description of Exhibit
−Removed: Stock Purchase Agreement and Plan of Merger, dated as of March 30, 2021 2023, by and among HIS Company , Inc.
−Removed: , Distribution Solutions Group, Inc., HIS Company, Inc.
−Removed: Employee Stock Ownership Trust, which is maintained pursuant to and in connection with the HIS Company, Inc.
−Removed: Employee Stock Ownership Plan, acting through GreatBanc Trust Company, not in its corporate capacity, but solely in its capacity as trustee of HIS Company, Inc.
−Removed: Employee Stock Ownership Trust, and Ellis Moseley, solely in his capacity as the representative of HIS Company, Inc.
−Removed: Employee Stock Ownership Trust, incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No.
−Removed: 000-10546) filed March 31, 2023 .
Amended and Restated Certificate of Incorporation of the Company, as amended by the Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company effective as of May 5, 2022, incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q (File No.
2 unchanged sentences
000-10546) filed May 5, 2022.
−Removed: Employment Agreement, dated as of January 27, 2023, by and between Lawson Products, Inc., an Illinois corporation, and Ronald J.
−Removed: Knutson, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.
−Removed: 000-10546), filed January 31, 2023 .
+Added: Subscription Agen t A greement, dated as of May 8 , 2023, by and among Distribution S olutions Group, Inc., Computershare Inc.
+Added: and Computershare Trust Company, N.A., incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.
+Added: 000-10546) filed May 9 , 2023.
+Added: Ame n ded and Restated Credit Agreement, dated as of June 8, 2023, by and among Distribution Solutions Group, Inc., the subsidiaries of Distribution Solutions Group, In c .
+Added: party thereto , the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, incorporated by reference to the Company’s Current Report on Form 8-K (File No.
+Added: 000-10546) filed June 9, 2023.
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
2 unchanged sentences
Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: 101 The following financial statements from the Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, formatted in Inline XBRL:
+Added: 101 The following financial statements from the Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, formatted in Inline XBRL:
(i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statement of Operations and Comprehensive Income (Loss), (iii) Condensed Consolidated Statements of Stockholders’ Equity, (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to Condensed Consolidated Financial Statements.
5 unchanged sentences
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document
−Removed: 104 The cover page from the Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, formatted in Inline XBRL and contained in Exhibit 101
+Added: 104 The cover page from the Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, formatted in Inline XBRL and contained in Exhibit 101
† Certain schedules and/or similar attachments omitted pursuant to Item 601(a)(5) of Regulation S-K promulgated by the U.S.
2 unchanged sentences
Securities and Exchange Commission upon request.
−Removed: * Indicates management employment contracts or compensatory plans or arrangements.
* Filed herewith.
2 unchanged sentences
DISTRIBUTION SOLUTIONS GROUP, INC.
−Removed: May 10, 2023 /s/ J.
+Added: August 3, 2023 /s/ J.
Chairman, President and Chief Executive Officer
(principal executive officer)
−Removed: May 10, 2023 /s/ Ronald J.
+Added: August 3, 2023 /s/ Ronald J.
Executive Vice President, Chief Financial Officer and Treasurer
(principal financial officer)
−Removed: May 10, 2023 /s/ David S.
+Added: August 3, 2023 /s/ David S.
Vice President, Controller and Chief Accounting Officer
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.