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): ~~April~~December 1422, 2017

NZCH Corporation

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)




000-27729		76-0571159
(Commission File Number)		(IRS Employer Identification No.)




450 Park Avenue, 29th Floor, New York, NY		10022
(Address of Principal Executive Offices)		(Zip Code)

(212) 906-8555

(Registrant’s telephone number, including area code)

(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))




☐		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 58.0201. ~~Departure~~Other ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Events.

OnNZCH ~~April~~Corporation ~~14,~~(the ~~2017,~~“Company”) ~~Joseph~~has S.determined ~~Steinberg~~to ~~was~~pursue ~~appointed~~a asreverse ~~Chairman~~split of ~~the~~its ~~Board~~outstanding shares of ~~Directors~~common ~~and~~stock, ~~Chief~~par ~~Executive~~value ~~Officer~~$0.001 ofper ~~NZCH~~share ~~Corporation~~ (“the ~~“Company~~Common Stock”)., ~~Mr.~~pursuant ~~Steinberg~~to ~~has~~Nevada ~~served~~Revised asStatutes ~~Chairman~~(“NRS”) ~~of the Board of HRG Group~~78.207, ~~Inc.~~whereby (~~“HRG”~~i), ~~the~~each ~~parent~~500,000 ~~company~~shares of ~~the~~Common ~~Company,~~Stock ~~since~~outstanding ~~December 2014,~~ as ~~a director~~ of ~~HRG~~the ~~since~~effective ~~July~~date ~~2014~~of ~~and~~the asreverse ~~Chief~~stock ~~Executive~~split ~~Officer~~will ofbe ~~HRG~~combined ~~since~~into ~~April~~one ~~2017.~~whole ~~Mr.~~share ~~Steinberg~~of ~~has~~Common ~~also~~Stock ~~served~~and on(ii) the ~~board~~number of ~~directors~~authorized shares of ~~FGL~~Common ~~and~~Stock ~~Spectrum~~will ~~Brands~~be ~~since~~simultaneously ~~February 2015~~ and ~~March~~correspondingly ~~2015,~~reduced ~~respectively~~(collectively, ~~each~~the of“Reverse ~~which~~Stock isSplit”). aIn ~~subsidiary~~lieu of ~~HRG.~~issuing ~~Mr.~~any ~~Steinberg~~fractional isshares ~~Chairman~~to any stockholder as a result of the ~~board~~Reverse ofStock ~~directors~~Split, ofthe ~~Leucadia.~~Company Hewill ~~has~~make, ~~served~~to asany astockholder ~~director~~that ofwould ~~Leucadia~~otherwise ~~since~~hold ~~December~~a ~~1978~~fractional ~~and~~share asafter ~~President~~giving ~~from~~effect ~~January~~to ~~1979~~the ~~until~~Reverse ~~March~~Stock 1Split, ~~2013,~~a ~~when~~cash hepayment ~~became~~in ~~the~~an ~~Chairman~~amount ofequal ~~the~~to ~~Leucadia~~$0.02 ~~board~~per ofpre-split ~~directors.~~share Mr(the “Cash Payment”). ~~Steinberg~~Accordingly, ~~has~~any ~~served~~stockholder asowning ~~Chairman~~fewer ofthan ~~the~~500,000 ~~board~~pre-split ofshares ~~directors~~as of ~~HomeFed~~the ~~Corporation~~effective ~~(“HomeFed”)~~date ~~since~~of ~~1999~~the ~~and~~Reverse asStock aSplit ~~HomeFed~~will ~~director~~no ~~since~~longer ~~1998.~~have ~~Mr.~~an ~~Steinberg~~equity ~~also~~interest ~~serves~~in on the ~~board~~Company ofand ~~directors~~will ofonly ~~Crimson~~be ~~Wine~~entitled ~~Group,~~to ~~Ltd.~~receive ~~Mr.~~the ~~Steinberg~~Cash ~~has~~Payment ~~served~~multiplied asby athe ~~director~~number of ~~Jefferies~~pre-split ~~since~~shares ~~April~~owned ~~2008~~by such stockholder.

~~There~~The ~~are~~primary nopurpose ~~transactions~~of the Reverse Stock Split is to ~~which~~reduce the ~~Company~~number isof arecord ~~party~~holders inof ~~which~~the ~~Mr.~~Company's ~~Steinberg~~Common ~~has~~Stock ato ~~material~~fewer ~~interest~~than ~~that~~300, isthereby ~~subject~~allowing the Company to ~~disclosure~~terminate the registration of the Common Stock under ~~Item~~Section ~~404~~12(ag) of ~~Regulation~~the ~~S-K~~Securities Exchange Act of 1934, as amended (the "Exchange Act"), and suspend its reporting obligations under Section 15(d) of the Exchange Act. The record date for purposes of the transaction is January 2, 2018.

MrUnder NRS 78.207, ~~Steinberg~~the Reverse Stock Split will ~~not~~be ~~receive~~effectuated ~~any~~by ~~compensation~~filing ~~from~~a ~~NZCH~~Certificate ~~Corporation~~of Change with the Nevada Secretary of State, which the Company expects to file on or ~~its~~around ~~affiliates~~January in15, ~~connection~~2018. ~~with~~Pursuant ~~his~~to ~~appointment~~NRS as78.207, athe ~~Chairman~~Reverse ofStock Split does not require stockholder approval, nor will stockholders have dissenter’s rights or other appraisal rights under Nevada law. Therefore, the ~~Board~~Company ofis ~~Directors~~not seeking stockholder approval for these actions, and ~~Chief~~no ~~Executive~~vote ~~Officer~~is ofsought ~~NZCH~~in ~~Corporation~~connection with these actions.

Although the Company has approved the Reverse Stock Split and subsequent termination of registration of the Common Stock and suspension of the Company’s duty to file periodic reports and other information with the SEC under the Exchange Act, the Company reserves the right to abandon, postpone or modify the foregoing for any reason, at any time before they are consummated.

The transaction is a “going private” transaction under Section 13(e) of the Exchange Act and the Company will file a Schedule 13E-3 with the SEC that contains additional information about the transaction, which you are urged to read carefully and in its entirety. The Schedule 13E-3 will be available at www.sec.gov.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.



	NZCH Corporation


	By:	/s/ George C. Nicholson
	Name:	George C. Nicholson
	Title:	Senior Vice President, Chief Accounting Officer and Chief Financial Officer

Dated: ~~April~~December 1422, 2017

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