--- schema_version: "secwatch.filing_event.v1" accession: "0001437749-24-018160" form_type: "8-K" ticker: null cik: "0000093676" company_name: "STARRETT L S CO" filed_at: "2024-05-23T23:59:59+00:00" generated_at: "2026-06-01T09:32:20.250311+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Starrett completes merger with MiddleGround affiliate; holders get $16.19/share ## Summary - All outstanding shares converted into right to receive $16.19 per share in cash, without interest. - Stock ceased trading on NYSE as of May 23, 2024; company will file Form 25 to delist and Form 15 to terminate registration. - Board of directors reconstituted: prior directors resigned; John Stewart and Justin Steil from MiddleGround elected. - Credit agreement repaid in full and terminated; Rights Agreement terminated prior to effective time. - Douglas Starrett remains as CEO; John Stewart becomes President, Justin Steil becomes VP and Secretary. ## SEC filing metadata - accession: 0001437749-24-018160 - form_type: 8-K - cik: 0000093676 - company_name: STARRETT L S CO - filed_at: 2024-05-23T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/93676/000143774924018160/0001437749-24-018160-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/93676/000143774924018160/scx20240522_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001437749-24-018160 - JSON: https://secwatch.observer/filing/0001437749-24-018160.json - Plain text: https://secwatch.observer/filing/0001437749-24-018160.txt ## Key facts - Executive change Thomas J. Riordan departed as Director at STARRETT L S CO. - Action: ceased to be member - Role: Director source text: In connection with the Merger, effective as of the Effective Time, Douglas A. Starrett, Thomas J. Riordan, Scott W. Sproule, Christopher C. Gahagan, Deborah R. Gordon, and Charles J. Alpuche ceased to be members of the Company’s board of directors or any committee thereof. evidence_url: https://www.sec.gov/Archives/edgar/data/93676/000143774924018160/0001437749-24-018160-index.htm - Executive change Douglas A. Starrett departed as Director at STARRETT L S CO. - Action: ceased to be member - Role: Director source text: In connection with the Merger, effective as of the Effective Time, Douglas A. Starrett, Thomas J. Riordan, Scott W. Sproule, Christopher C. Gahagan, Deborah R. Gordon, and Charles J. Alpuche ceased to be members of the Company’s board of directors or any committee thereof. evidence_url: https://www.sec.gov/Archives/edgar/data/93676/000143774924018160/0001437749-24-018160-index.htm - Executive change John Stewart was elected as Director at STARRETT L S CO. - Action: elected - Role: Director source text: In connection with the Merger, effective as of the Effective Time, John Stewart, aged 55, was elected to the Company’s board of directors for an unlimited term. evidence_url: https://www.sec.gov/Archives/edgar/data/93676/000143774924018160/0001437749-24-018160-index.htm - Executive change Justin Steil was elected as Director at STARRETT L S CO. - Action: elected - Role: Director source text: In connection with the Merger, effective as of the Effective Time, Justin Steil, aged 45, was elected to the Company’s board of directors for an unlimited term. evidence_url: https://www.sec.gov/Archives/edgar/data/93676/000143774924018160/0001437749-24-018160-index.htm - Executive change John Stewart was elected as President at STARRETT L S CO. - Action: elected - Role: President source text: Mr. Stewart was elected as the Company’s President for an unlimited term. evidence_url: https://www.sec.gov/Archives/edgar/data/93676/000143774924018160/0001437749-24-018160-index.htm - Executive change Douglas A. Starrett changed role as Chief Executive Officer at STARRETT L S CO. - Action: changed - Role: Chief Executive Officer source text: Douglas A. Starrett’s officer title was changed from “Chief Executive Officer and President” to “Chief Executive Officer,” evidence_url: https://www.sec.gov/Archives/edgar/data/93676/000143774924018160/0001437749-24-018160-index.htm - Executive change Deborah R. Gordon departed as Director at STARRETT L S CO. - Action: ceased to be member - Role: Director source text: In connection with the Merger, effective as of the Effective Time, Douglas A. Starrett, Thomas J. Riordan, Scott W. Sproule, Christopher C. Gahagan, Deborah R. Gordon, and Charles J. Alpuche ceased to be members of the Company’s board of directors or any committee thereof. evidence_url: https://www.sec.gov/Archives/edgar/data/93676/000143774924018160/0001437749-24-018160-index.htm - Executive change Scott W. Sproule departed as Director at STARRETT L S CO. - Action: ceased to be member - Role: Director source text: In connection with the Merger, effective as of the Effective Time, Douglas A. Starrett, Thomas J. Riordan, Scott W. Sproule, Christopher C. Gahagan, Deborah R. Gordon, and Charles J. Alpuche ceased to be members of the Company’s board of directors or any committee thereof. evidence_url: https://www.sec.gov/Archives/edgar/data/93676/000143774924018160/0001437749-24-018160-index.htm - Executive change Christopher C. Gahagan departed as Director at STARRETT L S CO. - Action: ceased to be member - Role: Director source text: In connection with the Merger, effective as of the Effective Time, Douglas A. Starrett, Thomas J. Riordan, Scott W. Sproule, Christopher C. Gahagan, Deborah R. Gordon, and Charles J. Alpuche ceased to be members of the Company’s board of directors or any committee thereof. evidence_url: https://www.sec.gov/Archives/edgar/data/93676/000143774924018160/0001437749-24-018160-index.htm - Executive change Justin Steil was appointed as Vice President and Secretary at STARRETT L S CO. - Action: appointed - Role: Vice President and Secretary source text: Mr. Steil was appointed as the Company’s Vice President and Secretary for an unlimited term. evidence_url: https://www.sec.gov/Archives/edgar/data/93676/000143774924018160/0001437749-24-018160-index.htm - Executive change Charles J. Alpuche departed as Director at STARRETT L S CO. - Action: ceased to be member - Role: Director source text: In connection with the Merger, effective as of the Effective Time, Douglas A. Starrett, Thomas J. Riordan, Scott W. Sproule, Christopher C. Gahagan, Deborah R. Gordon, and Charles J. Alpuche ceased to be members of the Company’s board of directors or any committee thereof. evidence_url: https://www.sec.gov/Archives/edgar/data/93676/000143774924018160/0001437749-24-018160-index.htm - M&A Transactions STARRETT L S CO underwent a change of control involving Uhu Inc. (Parent), an affiliate of MiddleGround Capital for $16.19 per share in cash (closed 2024-05-23). - Action: change of control - Counterparty: Uhu Inc. (Parent), an affiliate of MiddleGround Capital - Consideration: $16.19 per share in cash - Closing: 2024-05-23 source text: to the Effective Time (other than certain excluded Shares as set forth in the Merger Agreement (such shares, the “Excluded Shares”)) was converted into the right to receive $16.19, payable to the holder thereof in cash, without interest (the “Merger Consideration”), and as of the Effective Time, all such Shares were no longer outstanding and were evidence_url: https://www.sec.gov/Archives/edgar/data/93676/000143774924018160/0001437749-24-018160-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.