BEMIS CO INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2019-06-11: Form 8-K; Period of report 2019-06-11; Description 1.02 Termination of a Material Definitive Agreement; 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; Details 1.02.
- 2019-06-05: Form 8-K; Period of report 2019-06-05; Description 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit Plans; Details 5.04.
- 2019-05-07: Form 8-K; Period of report 2019-05-02; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
- 2019-04-25: Form 8-K; Period of report 2019-04-19; Description 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit Plans; Details 5.04.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2019-06-11 | 8-K | 2019-06-11 | 1.02 Termination of a Material Definitive Agreement; 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 | 1.02 In connection with the consummation of the Merger (as described further under Item 2.01), the credit agreement, dated as of July 22, 2016, by and among Bemis Company, Inc. (“Bemis”), the Borrowing Subsidiaries party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Wells Fargo Bank, National Association, as Syndication Agent, and various financial institutions, was terminated and all obligations outstanding thereunder were paid off and extinguished effective as of June 11, 2019. 2.01 On June 11, 2019 (the “Closing Date”), pursuant to the Transaction Agreement (the “Agreement”), dated August 6, 2018, among Bemis, Amcor Limited (“Amcor”), Amcor plc (formerly known as Arctic Jersey Limited) (“New Amcor”), and Arctic Corp. (“Merger Sub”), pursuant to which, among other things, Merger Sub merged with and into Bemis (the “Merger”), with Bemis surviving the Merger as a wholly owned subsidiary of New Amcor. 3.01 In connection with the closing of the Merger, Bemis notified the New York Stock Exchange (the “NYSE”) on the Closing Date that the Merger had been consummated and requested that the NYSE delist Bemis common stock, and, as a result, trading of Bemis common stock (which had traded under the ticker symbol “BMS” on the NYSE) has been suspended prior to the opening of the NYSE on June 11, 2019. 3.03 In connection with the Merger, on June 11, 2019, each share of Bemis common stock issued and outstanding immediately prior to the Effective Time (other than any Excluded Shares) was converted into the right to receive the Merger Consideration. 5.01 As a result of the Merger, a change in control of Bemis occurred, and Bemis is now a wholly owned subsidiary of New Amcor. 5.02 Pursuant to the Agreement, at the Effective Time and as a result of the Merger, each of the directors of Bemis as of immediately prior to the Effective Time (William Austen, Katherine Doyle, Adele Gulfo, David Haffner, Timothy Manganello, Guillermo Novo, Marran Ogilvie, Holly Van Deuersen, George Wurtz III, and Robert Yanker) ceased to be directors, and the directors of Merger Sub immediately prior to the Effective Time (Ian Wilson and Andrew Cowper) became directors of Bemis at the Effective Time. 5.03 Pursuant to the Agreement, at the Effective Time and as a result of the Merger, the articles of incorporation and bylaws of Bemis were amended and restated to be in the form of the articles of incorporation and bylaws, respectively, of Merger Sub, as in effect immediately prior to the effective time (except that all references to Merger Sub will be references to Bemis). | a19-11365_18k.htm |
| 2019-06-05 | 8-K | 2019-06-05 | 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit Plans | 5.04 On August 6, 2018, Bemis Company, Inc. (the “Company” or “Bemis”) announced that its Board of Directors, along with the Board of Directors of Amcor Limited (“Amcor”), unanimously approved a definitive agreement (the “Agreement”) under which Bemis will combine with Amcor in an all-stock combination (the “Transaction”). | a19-11127_18k.htm |
| 2019-05-07 | 8-K | 2019-05-02 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 Bemis Company, Inc. (“Bemis”) held a special meeting of shareholders on May 2, 2019. | a19-9542_18k.htm |
| 2019-04-25 | 8-K | 2019-04-19 | 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit Plans | 5.04 On August 6, 2018, Bemis Company, Inc. (the “Company” or “Bemis”) announced that its Board of Directors, along with the Board of Directors of Amcor Limited (“Amcor”), unanimously approved a definitive agreement (the “Agreement”) under which Bemis will combine with Amcor in an all-stock combination (the “Transaction”). | a19-8763_48k.htm |
| 2019-04-25 | 8-K | 2019-04-25 | 8.01 Other Events | 8.01 As previously announced, Bemis Company, Inc. (“Bemis”) entered into a Transaction Agreement (the “Agreement”), dated August 6, 2018, with Amcor Limited, an Australian public company limited by shares (“Amcor”), Arctic Jersey Limited, a limited company incorporated under the Laws of the Bailiwick of Jersey and a subsidiary of Amcor (“New Amcor”), and Arctic Corp., a Missouri corporation and wholly owned subsidiary of New Amcor (“Merger Sub”), pursuant to which, among other things, Merger Sub shall merge with and into Bemis (the “Merger”), with Bemis surviving the Merger as a wholly owned subsidiary of New Amcor, pursuant to which each share of common stock, par value $0.10 per share, of Bemis (the “Bemis Shares”), other than certain excluded shares, shall be converted into the right to receive 5.1 New Amcor Shares. | a19-8763_38k.htm |
| 2019-04-22 | 8-K | 2019-04-22 | 2.02 Results of Operations and Financial Condition | 2.02 On April 22, 2019, Bemis Company, Inc. issued a press release containing its financial results for the first quarter ended March 31, 2019, a copy of which is furnished as Exhibit 99 to this report. | bms-20190331xform8xk.htm |
| 2019-01-31 | 8-K | 2019-01-31 | 2.02 Results of Operations and Financial Condition | 2.02 On January 31, 2019, Bemis Company, Inc. issued a press release containing its financial results for the fourth quarter ended December 31, 2018, a copy of which is furnished as Exhibit 99 to this report. | bms-20181231xform8xk.htm |