Current Report Filing (8-k)
May 30 2018 - 11:26AM
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): May 29, 2018
ESSENDANT INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-38499
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36-3141189
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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One Parkway North Blvd.
Suite 100
Deerfield,
Illinois
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60015-2559
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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 (847)
627-7000
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 (
see
General Instruction A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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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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☐
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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 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
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Entry into a Material Definitive Agreement.
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On May 29, 2018, Essendant Inc. (the
Company
) and Equiniti Trust Company, as Rights Agent (the
Rights Agent
) under the Rights Agreement, dated as of May 17, 2018, between the Company and the Rights Agent (the
Rights
Agreement
), entered into Amendment No. 1 to the Rights Agreement (
Amendment No.
1
). Amendment No. 1 amends the definition of Exempt Person to provide that (i) the relevant
time for purposes of determining whether a person or group of affiliated or associated persons is an Exempt Person is midnight at the end of May 17, 2018, New York City time and (ii) the definition of Exempt Person
applies to all persons or groups of affiliated or associated persons who, as of midnight at the end of May 17, 2018, New York City time, beneficially owned 10% or more of the outstanding shares of common stock of the Company.
The foregoing description of Amendment No. 1 does not purport to be complete and is qualified in its entirety by the complete text of Amendment
No. 1, a copy of which is attached as Exhibit 4.1 to this Current Report on Form
8-K
and is incorporated by reference herein.
Item 3.03
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Material Modification to Rights of Security Holders.
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The disclosure set forth in Item 1.01 of this
Current Report on Form
8-K
is incorporated by reference into this Item 3.03.
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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Description
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4.1
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Amendment No. 1 to the Rights Agreement, dated as of May 29, 2018, between Essendant Inc. and Equiniti Trust Company, as rights agent
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EXHIBIT INDEX
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.
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ESSENDANT INC.
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Date: May 29, 2018
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/s/ Brendan McKeough
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Brendan McKeough
Senior Vice
President, General Counsel and Secretary
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Essendant Inc. (NASDAQ:ESND)
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