UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)of ~~the Securities Exchange Act~~ of ~~1934~~

~~Date~~the ofSecurities ~~Report~~Exchange ~~(Date~~Act of ~~earliest event reported): March 24, 2021~~1934

~~_______________________________~~Date of Report (Date of Earliest Event Reported): June 7, 2021

HOUSTON WIRE & CABLE COMPANY

(Exact name of registrant as specified in its charter)

_______________________________

Delaware		000-52046		36-4151663
(State of Incorporation)		(Commission File Number)		(IRS employer identification no.)

Delaware	000-52046	36-4151663
10201 North Loop East
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
Houston, TX		77029
(Address of principal executive offices)		(Zip code)

~~10201~~Registrant’s ~~North~~telephone ~~Loop~~number, ~~East~~including area code: (713) 609-2100

Houston, Texas 77029

(Address of Principal Executive Offices) (Zip Code)

(713) 609-2100

(Registrant's telephone number, including area code)

Not Applicable

(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))

☒ 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)~~symbol	Name of each exchange on which registered
Common stock, par value $0.001 per share	HWCC	The Nasdaq Stock Market

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~~ 1~~.01. Entry into a Material Definitive Agreement.~~

OnItem ~~March 24, 2021, Houston Wire & Cable Company (the “Company”), Omni Cable, LLC (“Omni”), and OCDFH Acquisition Sub Inc~~8., a Delaware corporation and wholly owned subsidiary of Omni (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which, subject to the satisfaction of customary closing conditions, Merger Sub will be merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation in the Merger (the “Surviving Corporation”) and a, wholly owned subsidiary of Omni01. ~~Omni~~Other ~~is a subsidiary of Dot Holdings Co, which is owned by Dot Family Holdings, owners and operators of Dot Foods, Inc~~Events.~~, the largest food industry redistributor in North America.~~

~~Pursuant~~Litigation toRelating the terms of the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.001, of the Company (the “Company common stock”) issued and outstanding immediately prior to the ~~effective time of the~~ Merger (other than shares as to which dissenters’ rights are exercised in accordance with the Delaware General Corporation Law) will be automatically converted into the right to receive $5.30 in cash (without interest) (the “Per Share Merger Consideration”). The Merger is subject to, among other conditions, adoption of the Merger Agreement by stockholders at the Company’s 2021 Annual Meeting of Stockholders, scheduled to be held on May 25, 2021.

~~Concurrently~~As ~~with~~previously ~~the~~disclosed, ~~execution~~on ofMarch ~~the~~24, ~~Merger Agreement~~2021, Houston ~~Omni~~Wire ~~entered~~& ~~into~~Cable ~~voting~~Company, ~~agreements~~a ~~dated~~Delaware ~~March~~corporation ~~24, 2021~~ (the “~~Voting Agreements~~Company”) ~~with Nierenberg Investment Management Company~~, ~~Inc.,~~entered oninto ~~behalf~~an ofAgreement ~~itself~~ and ~~certain~~Plan ~~managed funds that own shares~~ of ~~Company~~Merger by ~~common stock,~~ and ~~each~~among ofOmni ~~the~~Cable, ~~Company’s directors and officers~~LLC, ~~pursuant~~a toPennsylvania ~~which~~limited ~~such~~liability ~~persons~~company ~~have agreed~~(“OmniCable”), ~~subject~~OCDFH toAcquisition ~~the~~Sub, ~~terms of the Voting Agreements~~Inc., a toDelaware ~~vote~~corporation ~~the~~and ~~shares of Company common stock beneficially~~ wholly-owned bysubsidiary ~~them in favor~~ of ~~the~~OmniCable ~~adoption of the~~ (“Merger ~~Agreement~~Sub”), and ~~approval of~~ the ~~Merger and against any competing acquisition proposals relating to the~~ Company. ~~Such~~Under ~~persons~~the ~~currently~~terms ~~beneficially own approximately 19%~~ of the ~~outstanding~~merger ~~Company~~agreement, ~~common~~subject ~~stock.~~to ~~The Voting Agreements will terminate upon~~ the ~~earlier~~satisfaction toor ~~occur~~waiver of ~~(1)~~specified ~~the effective time of the Merger~~conditions, ~~(2) the date on which the~~ Merger ~~Agreement~~Sub iswill ~~terminated~~merge ~~in accordance~~ with ~~its terms~~ and ~~(3)~~into the ~~mutual~~Company, with ~~written agreement of~~ the ~~parties~~Company tocontinuing ~~terminate~~as a ~~Voting~~wholly-owned ~~Agreement~~subsidiary of OmniCable.

~~The~~Lawsuits ~~board~~challenging the Merger were filed on April 23, April 27, April 30, May 7, May 28, and June 1, 2021 in the United States District Court for the District of ~~directors~~Delaware, the Eastern District of New York, the Southern District of New York, the Northern District of California and the Eastern District of Pennsylvania. The lawsuits are captioned as follows: Stein v. Houston Wire & Cable Company, et al., No. 1:21-cv-00571-UNA (~~the~~D. ~~“Board”~~Del.) ~~unanimously~~(April ~~adopted~~23 2021); Perkey v. Houston Wire & Cable Company, et al., No. 1:21-cv-00589-UNA (D. Del.) (April 27, 2021); Friedman v. Houston Wire & Cable Company, et al., No. 1:21-cv-02405 (E.D.N.Y.) (April 27, 2021); Davenport v. Houston Wire & Cable Company, et al., No. 1:21-cv-04127 (S.D.N.Y.) (May 7, 2021), Parshall v Houston Wire & Cable Company, et al., No. 3:21-cv-04072 (N.D. Cal.) (May 28, 2021), and ~~approved~~Whitfield ~~the~~v. ~~Merger~~Houston ~~Agreement~~Wire & Cable Company, et al., No. 2:21-cv-02497 (E.D. Pa.) (June 1, 2021). All six lawsuits assert claims against the Company and the ~~transactions~~Company’s ~~contemplated~~directors ~~thereby,~~on ~~including~~behalf of individual plaintiffs. The lawsuits allege that the ~~Merger~~preliminary proxy statement filed on April 21, 2021 (or, in the lawsuits filed on May 28 and June 1, ~~subject~~the definitive proxy statement filed on May 12, 2021), relating to the ~~terms~~transactions contemplated by the merger agreement, omitted material information in violation of Sections 14(a) and ~~conditions~~20(a) of the ~~Merger~~Securities ~~Agreement~~Exchange Act of 1934 and certain rules promulgated thereunder, ~~resolved~~rendering tothe ~~recommend~~preliminary ~~that~~proxy statement false and misleading. The lawsuits name as defendants the Company’s ~~stockholders~~and ~~adopt~~its directors and seek, among other relief, an order enjoining completion of the ~~Merger~~merger, ~~Agreement~~unspecified damages and attorney’s fees.

~~With~~The ~~respect~~Company believes the claims asserted by the plaintiffs are without merit. However, in order to moot the ~~Company~~plaintiffs’s ~~stock-based~~unmeritorious ~~equity~~disclosure ~~awards~~claims, atalleviate the costs, ~~effective~~risks ~~time~~and ofuncertainties ~~the~~inherent ~~Merger,~~in ~~all~~litigation ~~unvested~~and ~~awards~~provide ~~will~~additional ~~vest~~information ~~(at~~to ~~target~~its stockholders, in the ~~case~~Company ofhas ~~performance-based~~determined to ~~stock~~voluntarily ~~unit~~supplement ~~awards),~~its ~~and~~definitive ~~each~~proxy ofstatement ~~the~~filed ~~300~~May 12,~~461~~ ~~stock~~2021 ~~units~~(the ~~outstanding~~“Proxy ~~under~~Statement”) as described in this Current Report on Form 8-K. The plaintiffs agree that the ~~Company’s~~supplemental ~~stock~~disclosures ~~and~~moot ~~deferred~~their ~~compensation~~claims ~~plans~~and ~~will~~have beagreed ~~cancelled~~to inwithdraw their ~~exchange~~complaints ~~for~~upon the ~~Per~~filing ~~Share~~of ~~Merger~~this ~~Consideration.~~Current NoReport ~~consideration~~on ~~will~~Form be8-K. ~~paid~~Nothing in ~~connection~~this ~~with~~Current Report on Form 8-K shall be deemed an admission of the ~~cancellation~~legal necessity or materiality under applicable laws of ~~outstanding~~any ~~stock~~of ~~options~~the disclosures set forth herein. To the contrary, the asCompany specifically denies all ~~have~~allegations ~~exercise~~by ~~prices~~the ~~greater~~plaintiffs ~~than~~that ~~the~~any ~~Per~~additional ~~Share~~disclosure ~~Merger~~was ~~Consideration~~or is required.

~~The~~Supplemental transaction is expected to close following the Company’s 2021 Annual Meeting of Stockholders in May 2021, subject to the satisfaction or waiver of certain closing conditions, including, among other things: (1) the adoption of the Merger Agreement by the affirmative vote of holders of a majority of the outstanding shares of Company common stock; (2) the absence of certain legal impediments preventing the completion of the Merger; (3) the accuracy of the representations and warranties of the parties and the compliance of the parties with their respective covenants, subject to customary qualifications, including with respect to materiality; and (4) conditions relating to the Company’s tangible net book value and indebtednessDisclosures.

~~Pursuant~~The tofollowing ~~the~~disclosures ~~terms~~supplement ofthe adisclosures contained ~~“go-shop” provision~~ in the ~~Merger~~Proxy ~~Agreement,~~Statement ~~during~~and ~~the~~should ~~period~~be ~~beginning~~read onin ~~the~~conjunction ~~date~~with of the ~~Merger~~disclosures ~~Agreement~~contained ~~and~~in ~~ending~~the atProxy ~~12:01~~Statement, ~~a.m.~~which should onbe ~~April~~read ~~24,~~in ~~2021~~its ~~(such~~entirety. ~~date,~~To the ~~“No-Shop~~extent ~~Period Start Date”),~~ the ~~Company~~information ~~may~~set ~~(1)~~forth ~~initiate,~~herein ~~solicit,~~differs ~~propose,~~from ~~induce~~ or ~~encourage~~updates ~~any alternative acquisition proposals from third parties; (2) provide nonpublic~~ information tocontained ~~such third parties; and (3) participate~~ in ~~discussions and negotiations with such third parties regarding alternative acquisition proposals. Beginning on~~ the ~~No-Shop~~Proxy ~~Period Start Date~~Statement, the ~~Company~~information ~~will~~set ~~become~~forth ~~subject~~herein toshall ~~customary~~supersede ~~“no-shop”~~or ~~restrictions~~supplement onthe ~~its~~information ~~ability,~~in ~~except~~the asProxy ~~permitted~~Statement. byAll page ~~the~~references ~~Merger~~are ~~Agreement,~~ to ~~solicit,~~pages ~~initiate,~~in ~~propose or induce~~ the ~~making~~Proxy orStatement, ~~knowingly encourage alternative acquisition proposals from third parties~~ and toterms ~~provide~~used ~~nonpublic information to~~below, orunless ~~participate~~otherwise indefined, ~~discussions~~have orthe ~~negotiations~~meanings ~~with~~set ~~third~~forth in ~~parties~~the ~~regarding~~Proxy ~~alternative acquisition proposals~~Statement.

Each of the Company, Omni and Merger Sub has made certain customary representations, warranties and covenants in the Merger Agreement. The Company’s covenants include, among other things, the obligation: (1) to conduct its business in all material respects in the ordinary course of business consistent with past practice (subject to certain conditions, during the period between the execution of the Merger Agreement and the completion of the Merger); and (2~~) to provide all cooperation requested by Omni in connection with its arranging for any financing for the transaction. The Merger is not conditioned on Omni’s receipt of any financing.~~

The ~~Merger~~disclosure ~~Agreement contains certain termination rights for the Company and Omni, including, among others, if the Merger is not consummated by September 30, 2021. Upon termination of the Merger Agreement~~ under ~~specified circumstances,~~ the ~~Company~~heading ~~will~~“Background ~~be required to pay Parent a termination fee~~ of ~~$4 million. Specifically,~~ the ~~termination fee will be payable if the~~ Merger” on ~~Agreement~~pages is26-28 terminated by (1) Omni, if the Board changes its recommendation with respect to the Merger, (2) Omni, if the Company breaches or fails to perform, in accordance with the Merger Agreement, in any material respect its obligations under the alternative acquisition solicitation provisions in the Merger Agreement or fails to present the Merger for a stockholder vote, or (3) the Company, if the Board authorizes the acceptance of a superior proposal and such proposal was not solicited in breach of the alternative acquisition solicitation provisions in the Merger Agreement. The termination fee will also be payable in certain circumstances if (1) the Company has failed to obtain the required approval of its stockholders and the Merger Agreement is ~~terminated~~hereby ~~(a)~~amended by either Omni or the Company because the Merger is not completed by September 30, 2021 or because of such vote failure or (b) by Omni because of a material breach of the Company’s representations, warranties or covenants in a manner that would cause the related closing conditions to ~~not~~add ~~be satisfied, (2) prior to such termination (but after~~ the ~~date~~following ofparagraph ~~the~~immediately ~~Merger~~before ~~Agreement) a proposal, generally speaking, to acquire at least 25% of~~ the ~~Company’s~~heading ~~stock~~“Recommendation ~~or assets is publicly announced or disclosed by a third party and (3) within one year~~ of ~~such termination~~ the ~~Company~~Board” on ~~consummates,~~page ~~or enters into a preliminary or definitive agreement providing for, a transaction involving the acquisition of at least 25% of its stock or assets.~~28:

AsWilliam ~~soon~~Blair aswas ~~practicable~~engaged ~~after~~to, among other things, assist the ~~Merger~~Company’s management and board in developing a strategy to identify potential buyers, ~~Omni~~facilitate ~~will~~due ~~take~~diligence and data room management, conduct discussions with potential buyers regarding a potential transaction, assist the ~~necessary~~board ~~actions~~in toanalyzing ~~delist~~the value of any proposals received, and advise the Company’s ~~common~~management ~~stock~~and ~~from~~board ~~Nasdaq~~with regard to any such transaction. William Blair was not requested to, and did not, deliver any opinion as to ~~deregister~~the value of the Company ~~common~~or ~~stock~~the ~~under~~consideration ~~the~~to ~~Securities~~be ~~Exchange~~paid ~~Act~~in any ofpotential ~~1934~~transaction.

The ~~foregoing~~disclosure ~~description~~in of the ~~Merger~~second ~~Agreement~~paragraph isunder ~~qualified~~the inheading ~~its~~“Financial Projections ~~entirety~~Prepared by ~~reference to~~ the ~~full~~Company’s ~~text~~Management” ofon ~~the~~page ~~Merger~~32 ~~Agreement, a copy of which~~ is ~~filed~~hereby asamended ~~Exhibit~~to ~~2.1,~~add ~~and~~the isfollowing ~~incorporated~~at ~~herein~~the byend ~~reference.~~of the paragraph:

The ~~Merger~~board ~~Agreement~~did is not ~~intended~~separately toconsider ~~be a source of factual, business or operational information about~~ the ~~parties.~~Company ~~The~~Projections ~~representations,~~to be ~~warranties,~~a ~~and~~material ~~covenants~~factor ~~contained~~ in ~~the~~their ~~Merger~~evaluation ~~Agreement were made only for purposes~~ of ~~that agreement and as of specific dates, were solely for~~ the ~~benefit~~merger ofor ~~the~~their ~~parties~~determination to ~~that~~recommend ~~agreement~~adoption ~~and may have been qualified by disclosures in the disclosure letters to the Merger Agreement. Furthermore, those representations and warranties may be subject to contractual standards~~ of materiality that differ from those under applicable securities laws. Accordingly, investors and security holders should not rely on such representations, warranties, covenants or any descriptions thereof as characterizations of the ~~actual~~merger ~~state of facts or condition of the parties~~agreement.

~~Item~~The ~~8.01.~~disclosure ~~Other~~in ~~Events.~~the third full paragraph on page 33 regarding non-GAAP financial measures is hereby amended to add the following at the end of the paragraph:

OnThe ~~March~~Company ~~25,~~Projections ~~2021~~were provided only to Johnson Rice, and to the ~~Company~~board ~~issued~~to athe ~~press~~extent ~~release~~included ~~announcing~~in ~~entry~~Johnson ~~into~~Rice’s ~~the~~presentation ~~Merger~~of ~~Agreement~~its financial analysis and fairness opinion. AFinancial measures ~~copy~~provided solely to a board of ~~the~~directors ~~press~~or ~~release~~a isfinancial ~~attached~~advisor ~~hereto~~in asconnection ~~Exhibit~~with ~~99.1~~a business combination transaction are excluded from the definition of non-GAAP financial measures and istherefore ~~incorporated~~are ~~herein~~not bysubject ~~reference~~to the SEC rules that require a reconciliation of a non-GAAP financial measure to a GAAP financial measure.

*The *disclosure *under *the *heading “Opinion of the Company’s Financial Advisor – Selected Transactions Analysis” on page 37 is hereby amended to revise and restate the table in the third full paragraph of such section to add closing dates and transaction values, as follows:

~~Additional Information and Where to Find It~~3

This report relates to the proposed transaction involving the Company and Omni. The Company intends to file a proxy statement (the “Proxy Statement”) with the Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies in connection with the proposed transaction. This report does not constitute a solicitation of any vote or approval, and is not a substitute for the Proxy Statement or any other document that the Company may file with the SEC or send to its stockholders in connection with the proposed transaction.

Announcement Date

Closing Date

Target

Acquirer

Transaction

Value

(in millions) ⁽¹⁾

EV/LTM

EBITDA

Multiple

EV/Forward

EBITDA

Multiple

November 16, 2020

December 24, 2020

HD Supply Holdings, Inc.

The Home Depot, Inc.

$7,873

11.2x

14.5x

November 15, 2020

January 29, 2021

Foundation Building Materials, Inc.

American Securities LLC

$1,389

7.4x

8.5x

September 22, 2020

October 16, 2020

Windy City Wire Cable & Technology (Wire and Cable Transaction)

Diploma Plc

$463

8.0x

December 24, 2019

June 22, 2020

Anixter International, Inc. (Wire and Cable Transaction)

WESCO International, Inc.

$4,653

10.6x

9.6x

June 26, 2019

August 26, 2019

Kaman Corporation (Distribution Segments)

Littlejohn & Company, LLC

$700

10.4x

March 8, 2019

April 30, 2019

International Wire Group Holdings, Inc. (Wire and Cable Transaction)

Atlas FRM LLC

$314

7.1x

September 17, 2018

March 1, 2019

Nexeo Solutions, Inc.

Univar, Inc.

$1,831

9.5x

8.1x

Mean

9.2x

10.2x

HWCC - Current

109.1x

9.0x

HWCC - $5.30 Offer

141.4x

11.7x

Promptly after filing the definitive Proxy Statement with the SEC, the Company will mail the definitive Proxy Statement and a proxy card to each stockholder entitled to vote at the annual meeting at which the Merger will be considered. STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT (~~INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO~~1) ~~AND~~As ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY FILES WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain the documents (when available) free of ~~charge~~announcement ~~at the SEC’s web site, http://www~~date.~~sec.gov, at the Company’s website, www.houwire.com, or by writing to the Company at Houston Wire & Cable Company, 10201 North Loop East, Houston, TX 77029, attention: Corporate Secretary.~~

~~Participants~~The indisclosure ~~Solicitation~~under the heading “Opinion of the Company’s Financial Advisor – Discounted Cash Flow Analysis” on pages 37-38 is hereby amended to restate the first paragraph on page 38 as follows:

~~The~~In ~~Company~~performing ~~and~~this ~~its~~analysis, ~~directors~~Johnson ~~and~~Rice ~~executive~~calculated an ~~officers~~implied ~~are~~per ~~participants~~share inequity range for the ~~solicitation~~shares of ~~proxies~~Company ~~from~~common ~~stockholders~~stock inby ~~connection~~discounting ~~with~~to ~~the~~present ~~proposed~~value ~~transaction.~~as ~~Information~~of ~~about~~December ~~the~~31, ~~directors~~2020 using ~~and~~discount ~~executive~~rates ~~officers~~ranging offrom ~~the~~7.5% ~~Company~~to is10.3% ~~set~~(reflecting ~~forth~~Johnson inRice’s ~~the~~analysis ~~proxy~~of ~~statement for~~ the Company’s ~~2020~~weighted ~~annual~~average cost ~~meeting~~ of ~~stockholders~~capital, which was ~~filed~~calculated ~~with~~using the ~~SEC~~Capital Asset Pricing Model and based on ~~March~~considerations ~~26,~~that ~~2020~~Johnson Rice deemed relevant in its professional judgement and experience), the forecasted unlevered free cash flows of HWCC based on HWCC’s projections during the period beginning the first quarter of 2021 and ending in December 2025. Unlevered free cash flows for all cases were calculated as EBITDA less $1.5 million per annum in capital expenditures less cash taxes equal to 21% of operating income. The weighted average cost of capital used to discount the Company’s ~~Annual~~cash ~~Report~~flows onwas ~~Form~~comprised ~~10-K~~of ~~for~~ the ~~year~~following ~~ended~~components (i) ~~December~~a 31net debt to total capitalization range of 21% to 33%, ~~2019~~with a mid-point of 27%, ~~which~~(ii) ~~was~~a ~~filed~~cost ~~with~~of ~~the~~equity ~~SEC~~range onof ~~March~~10.4% 13to 12.6%, with ~~2020~~a mid-point of 11.5%, and ~~will~~(iii) bea ~~set~~tax ~~forth~~rate inof 21%. The cost of equity was comprised of the ~~Annual~~following ~~Report~~components: on(i) ~~Form~~a 10risk-Kfree rate ~~for~~based ~~the~~on 20-year ~~ended~~U.S. ~~December~~Treasuries, 31(ii) a publicly available Beta mid-point published by Bloomberg, ~~2020~~(iii) a publicly available Long-Horizon US Equity Risk Premium published by Duff & Phelps, ~~expected~~and to(iv) bea ~~filed~~4.55% ~~later~~size ~~today~~premium based on the Company’s market capitalization. ~~Other~~The ~~information~~implied ~~regarding~~terminal value of HWCC at the ~~participants~~end inof the ~~proxy~~forecast ~~solicitation~~period was estimated by using the terminal multiple method and used a ~~description~~terminal multiple range of ~~their~~7.6x ~~direct~~to ~~and~~9.6x ~~indirect~~on ~~interests,~~projected by2025 ~~security~~EBITDA ~~holdings~~for orthe ~~otherwise,~~final ~~will~~projection beyear. ~~contained~~That terminal invalue ~~the~~was ~~Proxy~~then ~~Statement~~discounted ~~and~~back ~~other~~from ~~relevant~~fiscal ~~materials~~year 2025. The terminal value multiple was based on the median daily Total Enterprise Value to bedaily ~~filed~~Consensus ~~with~~EBITDA estimates multiple for the ~~SEC~~Company’s infocus ~~respect~~peer ofgroup for the ~~proposed~~period ~~transaction~~of ~~when~~January 1, ~~they~~2018 ~~become~~to ~~available~~December 31, 2020.

~~Cautionary Note Regarding Forward-Looking Statements~~4

~~Forward-looking~~The ~~statements~~disclosure inunder ~~this report are made in reliance upon~~ the ~~safe~~heading ~~harbor~~“Opinion ~~provisions~~ of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may relate to, but are not limited to, information or assumptions about the duration, extent and impact of the COVID-19 pandemic, our sales and marketing strategy, sales (including pricing), income, operating income or gross margin improvements, working capital, cash flow, interest rates, impact of changes in accounting standards, future economic performance, managementCompany’s Financial ~~plans,~~Advisor ~~goals~~– and objectives for future operations, performance and growth or the assumptions relating to any of the forward-looking statements. These statements can be identified by the fact that they do not relate strictly to historical or current facts. They use words such as “aimMiscellaneous”, “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “project”, “should”, “will be”, “will continue”, “will likely result”, “would” and other words and terms of similar meaning in conjunction with a discussion of future operating or financial performance. The Company cautions that forward-looking statements are not guarantees because there are inherent difficulties in predicting future results. Actual results could differ materially from those expressed or implied in the ~~forward-looking~~second ~~statements.~~full ~~The~~paragraph ~~factors~~on ~~listed~~page ~~under~~40 ~~“Risk~~is ~~Factors”~~hereby inamended ~~the~~to ~~Company’s~~replace ~~Annual Report on Form 10-K for~~ the ~~year~~sixth ~~ended December 31, 2019 and in subsequent Quarterly Reports on Form 10-Q provide examples~~ sentence of ~~risks,~~such ~~uncertainties~~paragraph ~~and~~with ~~events that may cause our actual results to differ materially from~~ the ~~expectations we describe in our forward-looking statements.~~following:

~~Item~~Specifically, 9Johnson Rice was engaged by the Company in 2020 to provide advisory services in connection with the disposition of its Southern Wire and Southwest Wire Rope divisions, for which Johnson Rice received fees of $200,000 plus the reimbursement of expenses.01 The sale of Southern Wire was consummated in December 2020, and the sale of Southwest Wire Rope was consummated in March 2021. ~~Financial~~Additionally, ~~Statements~~the Company engaged Johnson Rice in 2020 to provide advisory services in connection with the disposition of its Vertex business, for which Johnson Rice received a work fee of $100,000 in December 2020. In March 2021, Johnson Rice and ~~Exhibits~~the Company mutually agreed to terminate the advisory engagement related to the Vertex business.

~~(d)~~* ~~Exhibits~~* * * *

Exhibit Number		Description
2.1		Agreement and Plan of Merger, dated as of March 24, 2021, among Omni Cable, LLC, OCDFH Acquisition Sub Inc. and Houston Wire & Cable Company.
10.1		Form of Voting Agreement, dated as of March 24, 2021, between Omni Cable, LLC and (i) each of the directors and executive officers of Houston Wire & Cable Company and (ii) Nierenberg Investment Management Company (incorporated by reference to Exhibit B to Exhibit 2.1).
99.1		Press release dated March 25, 2021.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Cautionary Note Regarding Forward-Looking Statements

~~SIGNATURE~~Forward-looking statements in this report are made in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may relate to, but are not limited to, information or assumptions about the duration, extent and impact of the COVID-19 pandemic, our sales and marketing strategy, sales (including pricing), income, operating income or gross margin improvements, working capital, cash flow, interest rates, impact of changes in accounting standards, future economic performance, management’s plans, goals and objectives for future operations, performance and growth or the assumptions relating to any of the forward-looking statements. These statements can be identified by the fact that they do not relate strictly to historical or current facts. They use words such as “aim”, “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “project”, “should”, “will be”, “will continue”, “will likely result”, “would” and other words and terms of similar meaning in conjunction with a discussion of future operating or financial performance. The Company cautions that forward-looking statements are not guarantees because there are inherent difficulties in predicting future results. Actual results could differ materially from those expressed or implied in the forward-looking statements. The factors listed under “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 and in subsequent Quarterly Reports on Form 10-Q provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements.

~~Pursuant~~Additional toInformation ~~the~~and ~~requirements~~Where ~~of the Securities Exchange Act of 1934, the registrant has duly caused this report~~ to beFind ~~signed on its behalf by the undersigned hereunto duly authorized.~~It

	HOUSTON WIRE & CABLE COMPANY
Date: March 25, 2021	By:	/s/ James L. Pokluda III
		James L. Pokluda III
		President and Chief Executive Officer

In connection with the proposed transaction, the Company filed the Proxy Statement with the SEC on May 12, 2021. STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY. The Proxy Statement has been delivered to the stockholders of the Company of record as of May 4, 2021. The Proxy Statement, and any other documents filed by the Company with the SEC, may be obtained free of charge at the SEC’s web site, http://www.sec.gov, at the Company’s website, www.houwire.com, or by writing to the Company at Houston Wire & Cable Company, 10201 North Loop East, Houston, TX 77029, attention: Corporate Secretary.

Participants in the Solicitation

The Company and its directors and executive officers are participants in the solicitation of proxies from stockholders in connection with the proposed transaction. Information about the directors and executive officers of the Company is set forth in the proxy statement for the Company’s 2020 annual meeting of stockholders, which was filed with the SEC on March 26, 2020, and in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC on March 25, 2021, as amended on April 28, 2021. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the Proxy Statement and may be contained in other relevant materials filed with the SEC.

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.

	HOUSTON WIRE & CABLE COMPANY

Date: June 7, 2021	By:	/s/ James L. Pokluda III
	Name:	James L. Pokluda III
	Title:	President and Chief Executive Officer

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