Officemax Inc - Current report filing (8-K)
July 29 2008 - 4:47PM
Edgar (US Regulatory)
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:
|
|
July 29, 2008
|
|
Date
of earliest event reported:
|
|
July 29, 2008
|
OFFICEMAX INCORPORATED
(Exact name of
registrant as specified in its charter)
Delaware
|
|
1-5057
|
|
82-0100960
|
(State of Incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer Identification No.)
|
263 Shuman Blvd.
Naperville, Illinois 60563
(Address
of principal executive offices) (Zip Code)
(630) 438-7800
(Registrants telephone number, including area code)
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:
o
|
|
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
|
o
|
|
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
|
o
|
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
|
|
|
|
o
|
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
|
Item
2.02.
Results
of Operations and Financial Condition.
On
July 29, 2008, OfficeMax Incorporated (the Company) issued an Earnings
Release announcing its earnings for the second quarter 2008. The earnings release is attached hereto as Exhibit 99.1. This information shall not be deemed filed
for purposes of Section 18 of the Securities Exchange Act of 1934 (the Exchange
Act), or otherwise subject to the liability of that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933
or the Exchange Act, except as expressly set forth by specific reference to
such filing.
Item
2.06.
Material
Impairments
On
July 23, 2008 the Companys
Audit Committee concurred with the conclusion of
management that an estimated charge for impairment of the value of goodwill and
other intangible assets will need to be recorded.
The
Company is required for accounting purposes to assess the carrying value of
goodwill and other intangible assets annually or whenever circumstances
indicate that a decline in value may have occurred. Based on the Companys sustained low stock
price and reduced market capitalization, macroeconomic factors impacting
industry business conditions, recent and forecasted segment operating
performance, the competitive environment, along with other factors, the Company
determined that indicators of potential impairment were present during the
second quarter of 2008. As a result, the
Company assessed the carrying value of acquired goodwill and intangible assets
with indefinite lives for impairment.
The measurement of impairment of goodwill and indefinite life
intangibles consists of two steps, which require the Company to determine the
fair value of its reporting units and to allocate reporting unit fair value to
the individual assets and liabilities, similar to a purchase price
allocation. The Company has not
completed the fair value allocation process necessary to determine the final
impairment of goodwill and other intangible assets. Accordingly, in the second quarter of 2008,
the Company recorded an estimate of a non-cash impairment charge associated
with goodwill and other assets that reduced income before taxes by $935.3
million and net income by $909.3 million, or $11.98 per diluted share.
The
components of the $935.3 million estimated non-cash impairment charge consist
of $850.0 million for goodwill, $80.0 million for trade names, and $5.3 million
for fixed assets. The non-cash charge
has been recorded in both the Contract and Retail operating segments. The estimates and assumptions made in
assessing the fair value of the reporting units and the valuation of the
underlying assets and liabilities are inherently subject to significant
uncertainties. Accordingly, an
adjustment to the estimated impairment charge will be required when the Company
finalizes its analysis, which is expected to be completed by the end of 2008.
Any such adjustment could be material, but will be non-cash.
This
charge for impairment is not expected to result in any future cash expenditure.
Item 5.02.
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
Through
the OfficeMax Incentive and Performance Plan (the Plan) each non-employee
director annually receives a form of long-term equity compensation. On July 23,
2008, the Executive Compensation Committee of the board of directors determined
that the form of equity grant to be received by the directors in 2008 is
restricted stock units. In connection with the
2
grant,
each director will enter into a 2008 Director Restricted Stock Unit Award
Agreement dated July 23, 2008 (an Agreement), in the form attached
hereto as Exhibit 99.2.
The
Agreement states that the award is subject to the terms of the Plan. The
Agreement further states that the award will vest six months following the date
of grant, if the recipient is still a Company director on that date, and that
it will be payable in shares of Company common stock six months following the
date of a directors termination of service.
Unless otherwise approved by the board, if a director leaves the board
before the award vests, other than as a result of death or disability, the
award will be forfeited. The vesting of the awards may accelerate upon a
change in control upon certain circumstances.
The award is not transferable. Holders of units have no voting
rights but do receive notional dividends, which are accumulated and paid in
cash at the time the award is paid.
This
summary does not purport to be complete and is subject to and qualified in its
entirety by reference to the text of the form of Agreement, included as Exhibit 99.2
to this filing. Exhibit 99.2 is incorporated by reference into this
Item 5.02.
Item 9.01
|
|
Financial Statements and Exhibits.
|
|
|
|
(d)
|
|
Exhibits.
|
|
|
|
|
Exhibit 99.1
|
|
OfficeMax Incorporated Earnings Release dated July 29, 2008,
announcing its earnings for the second quarter 2008.
|
|
Exhibit 99.2
|
|
Form of 2008 Director Restricted Stock Unit Award Agreement
|
|
|
|
|
|
|
3
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.
Dated: July 29, 2008
|
OFFICEMAX INCORPORATED
|
|
|
|
|
|
By:
|
/s/ Matthew R. Broad
|
|
|
Matthew R. Broad
|
|
|
Executive Vice
President and General
|
|
|
Counsel
|
4
EXHIBIT
INDEX
Number
|
|
Description
|
Exhibit 99.1
|
|
OfficeMax Incorporated Earnings Release dated July 29, 2008,
announcing its earnings for the second quarter 2008.
|
|
|
|
Exhibit 99.2
|
|
Form of 2008 Director Restricted Stock Unit Award Agreement
|
5
Officemax (NYSE:OMX)
Historical Stock Chart
From May 2024 to Jun 2024
Officemax (NYSE:OMX)
Historical Stock Chart
From Jun 2023 to Jun 2024