Current Report Filing (8-k)
December 02 2016 - 4:14PM
Edgar (US Regulatory)
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 of report (Date of earliest event reported): November 28, 2016
WEIGHT WATCHERS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Virginia
|
|
001-16769
|
|
11-6040273
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.)
|
|
|
675 Avenue of the Americas, 6
th
Floor, New York, New York
|
|
10010
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Registrants telephone number, including area code: (212) 589-2700
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))
|
Item 7.01
|
Regulation FD Disclosure.
|
Weight Watchers International, Inc. (the Company)
furnishes as Exhibit 99.1 a copy of the Notice of Pendency and Proposed Settlement of Shareholder Derivative Action and of Settlement Hearing, dated as of December 2, 2016 (the Notice), relating to the pending shareholder derivative
lawsuit described in Item 8.01 of this Current Report on Form 8-K.
The information contained in Item 7.01 of this Current
Report on Form 8-K is being furnished and 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. The information contained in Item 7.01 of this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document or filing under the Securities Act of 1933, as amended, or the Exchange
Act, except as shall be expressly set forth by specific reference in such filing. Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information in this report that is provided in
connection with Regulation FD.
On November 28, 2016, the Supreme Court of the State of New York,
County of Westchester, entered an Order Preliminarily Approving Settlement and Providing for Notice in the shareholder derivative lawsuit entitled
Tracy Mead v. Artal Group, S.A., et al. and Weight Watchers International, Inc.
, Index
No. 63133/2015 (filed August 11, 2015). A final settlement hearing is currently scheduled for February 24, 2017 at 2 p.m., before the Honorable Alan D. Scheinkman, at the Supreme Court of the State of New York, County of Westchester,
111 Dr. Martin Luther King Jr. Blvd., Courtroom 111, White Plains, New York 10601, to determine whether the terms and conditions of the settlement provided for in the Stipulation of Settlement, dated November 15, 2016 (the
Stipulation), are adequate, fair and reasonable and in the best interests of the Company and its shareholders. The Stipulation requires the Company to implement certain operational and corporate governance measures and pay certain
attorneys fees and expenses to plaintiffs counsel in an amount not to exceed $225,000. The Notice and the Stipulation are available on the Companys corporate website at www.weightwatchersinternational.com until February 27,
2017. The contents of the Companys corporate website shall not be deemed to be incorporated by reference into this Current Report on Form 8-K.
Item 9.01
|
Financial Statements and Exhibits.
|
|
|
|
(d) Exhibits.
|
|
|
|
|
|
Exhibit 99.1
|
|
Notice of Pendency and Proposed Settlement of Shareholder Derivative Action and of Settlement Hearing, dated as of December 2, 2016.
|
2
SIGNATURE
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.
|
|
|
|
|
|
|
|
|
|
|
WEIGHT WATCHERS INTERNATIONAL, INC.
|
|
|
|
|
DATED: December 2, 2016
|
|
|
|
By:
|
|
/s/ Nicholas P. Hotchkin
|
|
|
|
|
Name:
|
|
Nicholas P. Hotchkin
|
|
|
|
|
Title:
|
|
Chief Financial Officer & Member, Interim Office of the Chief Executive Officer
|
3
Exhibit Index
|
|
|
|
|
Exhibit
|
|
|
Description
|
|
|
|
99.1
|
|
|
Notice of Pendency and Proposed Settlement of Shareholder Derivative Action and of Settlement Hearing, dated as of December 2, 2016.
|
4
Willis Towers Watson Pub... (NASDAQ:WTW)
Historical Stock Chart
From Apr 2024 to May 2024
Willis Towers Watson Pub... (NASDAQ:WTW)
Historical Stock Chart
From May 2023 to May 2024