- Current report filing (8-K)
November 04 2009 - 1:53PM
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:
November 4, 2009
Date of earliest event
reported:
November 3, 2009
OFFICEMAX
INCORPORATED
(Exact name of
registrant as specified in its charter)
Delaware
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1-5057
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82-0100960
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(State of
Incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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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 1.01
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Entry
into a Material Definitive Agreement
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The information set forth
below under Item 3.02 regarding the Registration Rights Agreement is
incorporated herein by reference.
Item 3.02
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Unregistered
Sales of Equity Securities.
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On November 3, 2009, OfficeMax Incorporated (OfficeMax
or the Company) contributed 8,331,722 shares of its common stock, $2.50 par
value (the Shares), with a corresponding dollar value of approximately $82.2 million,
to the Companys master trust (the Master Trust), which is the funding
vehicle for the Companys six tax-qualified employee pension benefit plans (the
Plans), pursuant to a Contribution Agreement dated as of November 3,
2009 (the Contribution Agreement) between OfficeMax and Evercore Trust
Company, N.A., the independent fiduciary for the Shares held by the Master
Trust, in consideration of the possible reduction of future funding obligations
to the Master Trust. The Shares were
contributed by the Company as a voluntary, excess contribution to the Master
Trust in a private placement transaction made in reliance upon the exemption from
registration provided by Section 4(2) of the Securities Act of 1933, as
amended. The Contribution Agreement is
filed as Exhibit 99.1 to this Current Report on Form 8-K.
On November 3, 2009, the Company also entered
into a related registration rights agreement with Evercore Trust Company, N.A.,
the independent fiduciary for the Shares held by the Master Trust (the Registration
Rights Agreement). The Registration
Rights Agreement provides, among other things, that OfficeMax will use its
reasonable commercial efforts to cause a registration statement covering the
Shares to be declared effective and to maintain its effectiveness until the
earlier of (i) the date on which all of the Shares are sold, (ii) the
date which is 90 days after the date on which the number of Shares that remain
held by the Trust is less than one percent of the shares of the Companys
common stock then outstanding, and (iii) the fifth anniversary of the date
of the contribution pursuant to the Contribution Agreement. The Registration Rights Agreement is filed as
Exhibit 10.1 to this Current Report on Form 8-K.
The foregoing description of the Registration Rights
Agreement does not purport to be complete and is qualified in its entirety by
reference to the full text of the Registration Rights Agreement filed as Exhibit 10.1
hereto and incorporated herein by reference.
On November 3, 2009, OfficeMax issued a press
release regarding the contribution of the Shares to the Master Trust. A copy of this press release is being
furnished herewith as Exhibit 99.2.
Item 9.01
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Financial
Statements and Exhibits.
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Exhibit 10.1
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Registration Rights Agreement between OfficeMax and
Evercore Trust Company, N.A., independent fiduciary of the Master Trust,
dated as of November 3, 2009.
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Exhibit 99.1
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Contribution Agreement dated as of November 3, 2009
between OfficeMax and Evercore Trust Company, N.A., independent fiduciary of
the Master Trust.
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Exhibit 99.2
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Press Release, dated November 3, 2009, issued
by OfficeMax.
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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.
Dated: November 4,
2009
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OFFICEMAX
INCORPORATED
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By:
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/s/ Matthew
R. Broad
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Matthew
R. Broad
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Executive Vice President
and General Counsel
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3
EXHIBIT INDEX
Number
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Description
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10.1
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Registration Rights Agreement between OfficeMax and
Evercore Trust Company, N.A., independent fiduciary of the Master Trust,
dated as of November 3, 2009.
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99.1
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Contribution Agreement dated as of November 3,
2009 between OfficeMax and Evercore Trust Company, N.A., independent
fiduciary of the Master Trust.
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99.2
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Press Release, dated November 3, 2009, issued
by OfficeMax.
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4
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