Current Report Filing (8-k)
August 02 2017 - 7:08AM
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): July 27, 2017
DOMINOS PIZZA, INC.
(Exact name of Registrant as specified in charter)
Delaware
(State or other jurisdiction
of incorporation)
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001-32242
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38-2511577
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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30 Frank Lloyd Wright Drive
Ann Arbor, Michigan
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48106
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code (734) 930-3030
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in 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 ☐
Item 1.01.
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Entry into a Material Definitive Agreement
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On August 2, 2017, Dominos Pizza, Inc. (the
Company) entered into a $1.0 billion accelerated share repurchase agreement (the ASR Agreement) with Goldman Sachs & Co. LLC (the Bank). The Company will acquire shares under the ASR Agreement as part of
its new $1.25 billion share repurchase program (as described further below).
Pursuant to the terms of the ASR Agreement, on August 3, 2017, the
Company will pay the Bank $1.0 billion in cash and will receive approximately 4.6 million shares of the Companys common stock. At final settlement, the Bank may be required to deliver additional shares to the Company, or, under certain
circumstances, the Company may be required to deliver shares of its common stock or may elect to make a cash payment to the Bank, based generally on the average of the daily volume-weighted average prices of the Companys common stock during
the term of the ASR Agreement. The ASR Agreement contains provisions customary for agreements of this type, including provisions for adjustments to the transaction terms, the circumstances generally under which the ASR Agreement may be accelerated,
extended or terminated early by the Bank and various acknowledgments, representations and warranties made by the parties to one another. Final settlement of the ASR Agreement is expected to be completed during the fourth quarter of 2017, although
the settlement may be accelerated at the Banks option.
The foregoing description of the ASR Agreement is qualified in its entirety by reference to
the ASR Agreement, a copy of which is attached as Exhibit 10.1 and incorporated herein by reference.
Item 2.03. Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information in Item 1.01 is incorporated herein by
reference.
On July 27, 2017, the Companys Board of Directors (the Board)
authorized a new share repurchase program to repurchase up to $1.25 billion of the Companys common stock. This repurchase program replaces the remaining availability of approximately $136.4 million under the Companys previously approved
$250.0 million share repurchase program that was authorized by the Board on May 25, 2016.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit
No.
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10.1
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Fixed Dollar Accelerated Share Repurchase Transaction Confirmation, dated August 2, 2017
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2
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
thereunto duly authorized.
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DOMINOS PIZZA, INC.
(Registrant)
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Date: August 2, 2017
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/s/ Jeffrey D. Lawrence
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Jeffrey D. Lawrence
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Executive Vice President and Chief Financial Officer
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3
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