Amplify Snack Brands, Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2018-01-31: Form 8-K; Period of report 2018-01-31; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 2.01.
- 2017-12-18: Form 8-K; Period of report 2017-12-17; Description 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events; Details 1.01.
- 2017-11-07: Form 8-K; Period of report 2017-11-07; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2017-09-20: Form 8-K; Period of report 2017-09-20; Description 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 3.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2018-01-31 | 8-K | 2018-01-31 | 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 2.01 The Offer and withdrawal rights expired as scheduled at 12:00 midnight, New York City time, at the end of January 30, 2018 (such date and time, the “Expiration Time”). 3.01 In connection with the closing of the Merger, the Company (i) notified the New York Stock Exchange (the “NYSE”) on January 31, 2018 that the Merger was consummated and (ii) requested that the NYSE (x) halt trading in the Shares for January 31, 2018 and suspend trading of the Shares effective January 31, 2018 and (y) file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”). 3.03 The information disclosed under Item 2.01 and Item 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. 5.01 As a result of Purchaser’s acceptance for payment of all Shares that were validly tendered and not properly withdrawn in accordance with the terms of the Offer and the consummation of the Merger pursuant to Section 251(h) of the DGCL on January 31, 2018, a change in control of the Company occurred and the Company now is a wholly owned subsidiary of Hershey. 5.02 Pursuant to the terms of the Merger Agreement, at the Effective Time, all members of the Company’s board of directors were replaced by the directors of Purchaser. 5.03 At the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety. 8.01 On January 31, 2018, Hershey issued a press release relating to the expiration of the Offer and the consummation of the Merger. | d533804d8k.htm |
| 2017-12-18 | 8-K | 2017-12-17 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 1.01 On December 17, 2017, Amplify Snack Brands, Inc., a Delaware corporation (“Amplify” or the “Company”), The Hershey Company, a Delaware corporation (“Hershey”), and Alphabet Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Hershey (“Acquisition Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). 5.02 Pursuant to the Employment Agreement entered into by and between Gregory S. Christenson and the Company, dated July 31, 2017, as amended effective September 11, 2017, Mr. Christenson would have been entitled to receive a one-time retention bonus equal to one hundred thousand dollars (the “Christenson Retention Bonus”), payable on the Company’s first payroll date following the earliest of (i) March 12, 2018, subject to his continuous employment with the Company through such date; (ii) a termination by the Company without cause that occurs prior to March 12, 2018; (iii) a termination by Mr. Christenson for good reason that occurs prior to March 12, 2018; and (iv) the closing of a change in control that occurs prior to March 12, 2018. 8.01 On December 18, 2017, Hershey and the Company issued a joint press release announcing their entry into the Merger Agreement, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K and included by reference herein. | d508084d8k.htm |
| 2017-11-07 | 8-K | 2017-11-07 | 2.02 Results of Operations and Financial Condition | 2.02 On November 7, 2017, Amplify Snack Brands, Inc. (“Amplify” or the “Company”) issued a press release announcing its financial results for the 13 weeks ended September 30, 2017. | d490799d8k.htm |
| 2017-09-20 | 8-K | 2017-09-20 | 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 3.02 The disclosure in Item 5.02 of this Current Report on Form 8-K regarding the issuance of an inducement award in the form of options to purchase shares of common stock of Amplify Snack Brands, Inc. (the “Company”), par value $0.0001, to Craig Shiesley is incorporated by reference into this Item. 5.02 On September 19, 2017, the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) granted Craig Shiesley, the Company’s newly appointed Chief Operating Officer and President, North America, a stock option award to purchase 1,166,173 shares of the Company’s common stock subject to the terms of the Company’s Form of Inducement Award Non-Qualified Stock Option Agreement (“Form of Inducement Option Agreement”) which is attached to this report as Exhibit 10.1. | d452304d8k.htm |
| 2017-09-12 | 8-K | 2017-09-12 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 On September 12, 2017, the Board of Directors of Amplify Snack Brands, Inc. (the “Company”) appointed Gregory S. Christenson as the Company’s Chief Financial Officer and Craig F. Shiesley as the Company’s President, North America and Chief Operating Officer. 7.01 On September 12, 2017, the Company issued a press release announcing the items described in Item 5.02 above, a copy of which is attached hereto as Exhibit 99.1. | d418223d8k.htm |
| 2017-08-08 | 8-K | 2017-08-07 | 2.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 2.02 On August 8, 2017, Amplify Snack Brands, Inc. (“Amplify” or the “Company”) issued a press release announcing its financial results for the 13 weeks ended July 1, 2017. 5.02 On August 7, 2017, the Board of Directors (the “Board”) of the Company appointed Ben Clarke to the Board as a Class II director, effective as of September 1, 2017, with a term expiring at the Company’s 2020 annual meeting of stockholders. | d434826d8k.htm |
| 2017-05-16 | 8-K | 2017-05-11 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On May 11, 2017, Amplify Snack Brands, Inc. (“Amplify”) held its 2017 Annual Meeting of Stockholders. | d386329d8k.htm |
| 2017-05-09 | 8-K | 2017-05-03 | 2.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 2.02 On May 9, 2017, Amplify Snack Brands, Inc. (“Amplify” or the “Company”) issued a press release announcing its financial results for the 13 weeks ended April 1, 2017. 5.02 Effective May 3, 2017, David Milner no longer serves as our International President, Executive Vice President. | d394423d8k.htm |
| 2017-03-08 | 8-K | 2017-03-08 | 2.02 Results of Operations and Financial Condition | 2.02 On March 8, 2017, the Company issued a press release announcing its results for the quarter ended December 31, 2016. | d356522d8k.htm |
| 2017-01-03 | 8-K | 2017-01-03 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 On January 3, 2017, Amplify Snack Brands, Inc. (“Amplify”) announced that Brian Goldberg, Amplify’s current Chief Financial Officer, will transition into the newly created role of Chief Strategy Officer and Executive Vice President Corporate Development effective upon the appointment of a new Chief Financial Officer of Amplify in 2017. 7.01 On January 3, 2017, Amplify issued a press release announcing the appointments of Messrs. | d296814d8k.htm |
| 2016-12-15 | 8-K | 2016-12-15 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 On December 15, 2016, the Board of Directors of Amplify Snack Brands, Inc. (the “Company”) approved a change in the fiscal year end from a calendar year ending on December 31 to a 52- or 53-week fiscal year ending on the last Saturday in December, effective beginning with fiscal year 2017. | d315110d8k.htm |
| 2016-11-14 | 8-K/A | 2016-11-14 | 9.01 Financial Statements and Exhibits | 9.01 The audited consolidated financial statements of Tyrrells for the periods ended April 1, 2016 and March 27, 2015 are filed herewith as Exhibit 99.2. | d243368d8ka.htm |
| 2016-11-14 | 8-K | 2016-11-14 | 2.02 Results of Operations and Financial Condition | 2.02 On November 14, 2016, the Company issued a press release announcing its results for the quarter ended September 30, 2016. | d292466d8k.htm |
| 2016-10-07 | 8-K | 2016-10-06 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On October 6, 2016, the Board of Directors of Amplify Snack Brands, Inc. (the “Company”) promoted Jason Shiver to North America President, Executive Vice President of the Company, effective immediately. | d226438d8k.htm |
| 2016-09-02 | 8-K | 2016-09-02 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 1.02 On September 2, 2016, the Company repaid in full all outstanding obligations, and terminated all commitments, under the Credit Agreement, dated as of July 17, 2014, by and among the Company, SkinnyPop Popcorn LLC, the lenders party thereto, Jefferies Finance LLC and BNP Paribas Securities Corp., as amended (the “Prior Credit Agreement”), by and among the Company, as borrower, the lenders from time to time party thereto, and Jefferies Finance LLC, as administrative agent and collateral agent for such lenders. 2.01 The information contained in the Introductory Note and Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01. 2.03 The information set forth in the Introductory Note and Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. 5.02 Effective September 2, 2016, in connection with the consummation of the Transaction, the Company appointed Mr. David Milner, former Chief Executive Officer of Tyrrells, as the Company’s International President, Executive Vice President. 7.01 A copy of the press release announcing closing of the Transaction is attached as Exhibit 99.1 to this Current Report on Form 8-K but 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, nor shall it be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, regardless of any general incorporation language in such filing. | d251011d8k.htm |
| 2016-08-08 | 8-K | 2016-08-06 | 1.01 Entry into a Material Definitive Agreement; 2.02 Results of Operations and Financial Condition; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 2.02 On August 8, 2016, the Company issued a press release announcing its results for the quarter ended June 30, 2016. 3.02 The information included under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. 7.01 On August 8, 2016, the Company issued a press release announcing the entering into of the Purchase Agreement in connection with the Transaction described above in the disclosure under Item 1.01 of this Current Report on Form 8-K. The press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference. | d210153d8k.htm |
| 2016-07-01 | 8-K | 2016-06-30 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 On June 30, 2016, Amplify Snack Brands, Inc. (the “Company”) entered into a Fifth Amendment to Credit Agreement (the “Fifth Amendment”) to that certain Credit Agreement, by and among the Company, SkinnyPop Popcorn LLC, the lenders party thereto, Jefferies Finance LLC and BNP Paribas Securities Corp., dated as of July 17, 2014, as amended by that certain First Amendment to Credit Agreement, dated as of August 18, 2014, that certain Second Amendment to Credit Agreement, dated as of December 23, 2014, that certain Third Amendment to Credit Agreement, dated as of May 29, 2015, and that certain Fourth Amendment to Credit Agreement, dated as of August 4, 2015 (the “Credit Agreement”). 2.03 The information set forth in Item 1.01 of this Report is incorporated by reference herein. | d207955d8k.htm |
| 2016-05-13 | 8-K | 2016-05-12 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On May 12, 2016, Amplify Snack Brands, Inc. (“Amplify”) held its 2016 Annual Meeting of Stockholders. | d168950d8k.htm |
| 2016-05-02 | 8-K | 2016-05-02 | 2.02 Results of Operations and Financial Condition | 2.02 On May 2, 2016, Amplify Snack Brands, Inc. (the “Company”) issued a press release announcing its results for the quarter ended March 31, 2016. | d190693d8k.htm |
| 2016-03-08 | 8-K | 2016-03-08 | 2.02 Results of Operations and Financial Condition | 2.02 On March 8, 2016, Amplify Snack Brands, Inc. (the “Company”) issued a press release announcing its results for the quarter and year ended December 31, 2015. | d130825d8k.htm |
| 2016-01-12 | 8-K | 2016-01-12 | 7.01 Regulation FD Disclosure | 7.01 From time to time, representatives of Amplify Snack Brands, Inc. (the “Company”) have made, and will in the future make, presentations to industry groups, members of the investment community and other interested parties at conferences, in one-on-one meetings, or in other settings. | d111333d8k.htm |
| 2015-11-05 | 8-K | 2015-11-05 | 2.02 Results of Operations and Financial Condition | 2.02 On November 5, 2015, Amplify Snack Brands, Inc. (the “Company”) issued a press release announcing its results for the quarter ended September 30, 2015. | d95544d8k.htm |