COAST DISTRIBUTION SYSTEM INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2015-08-19: Form 8-K; Period of report 2015-08-18; 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; Details 2.01.
- 2015-07-09: Form 8-K; Period of report 2015-07-08; Description 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure; Details 1.01.
- 2015-05-27: Form 8-K; Period of report 2015-05-21; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2015-05-06: Form 8-K; Period of report 2015-05-04; Description 1.01 Entry into a Material Definitive Agreement; 2.02 Results of Operations and Financial Condition; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2015-08-19 | 8-K | 2015-08-18 | 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 | 2.01 As previously disclosed, on July 8, 2015, The Coast Distribution System, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with LKQ Corporation, a Delaware corporation (“LKQ”), Keystone Automotive Operations, Inc., a Pennsylvania corporation and a direct wholly-owned subsidiary of LKQ (“Parent”), and KAO Acquisition Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Purchaser”). 3.01 As a result of the Offer and the Merger, the Company no longer fulfills the numerical listing requirements of NYSE MKT LLC (“NYSE MKT”). 3.03 As a result of the Merger and at the effective time of the Merger (the “Effective Time”), each issued and outstanding Company Share (other than Shares as to which the holder has properly exercised and perfected appraisal rights and Shares held by the Company, LKQ, Parent, Purchaser or their respective wholly-owned subsidiaries) was, by virtue of the Merger and without any action on the part of the holders thereof, cancelled and converted into the right to receive $5.50 per Share in cash, without interest and less any required withholding taxes. 5.01 On August 18, 2015, upon Purchaser’s acceptance for payment of all Shares that were validly tendered and not withdrawn in accordance with the terms of the Offer, a change in control of the Company occurred. 5.02 At the Effective Time on August 19, 2015, in accordance with the Merger Agreement, Robert L. Wagman and Dominick P. Zarcone, the directors of Purchaser immediately before the Merger, became the directors of the Company. 5.03 incorporation of Purchaser, as in effect immediately prior to the Effective Time, except that the name of the surviving corporation is The Coast Distribution System, Inc. (the “Amended and Restated Certificate of Incorporation”). | d75728d8k.htm |
| 2015-07-09 | 8-K | 2015-07-08 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 7.01 On July 9, 2015, LKQ and the Company issued a joint press release announcing their entry into the Merger Agreement. | d12004d8k.htm |
| 2015-05-27 | 8-K | 2015-05-21 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Ben A. Frydman retired as a member of the Company’s Board of Directors effective May 22, 2015. | d934392d8k.htm |
| 2015-05-06 | 8-K | 2015-05-04 | 1.01 Entry into a Material Definitive Agreement; 2.02 Results of Operations and Financial Condition | 1.01 Entry into a Material Definitive Agreement. 2.02 On May 5, 2015, The Coast Distribution System, Inc. issued a press release reporting its consolidated financial results for its first quarter ended March 31, 2015. | d922385d8k.htm |
| 2015-04-01 | 8-K | 2015-03-31 | 2.02 Results of Operations and Financial Condition | 2.02 On March 31, 2015, The Coast Distribution System, Inc. issued a press release reporting its consolidated financial results for its fourth quarter and fiscal year ended December 31, 2014. | d902213d8k.htm |
| 2015-02-09 | 8-K | 2015-02-06 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 On February 6, 2015, the Board of Directors of The Coast Distribution System, Inc. (the “Company”) approved an amendment to the Company’s Amended and Restated Bylaws, as then in effect. | d867689d8k.htm |
| 2015-01-21 | 8-K | 2015-01-20 | 7.01 Regulation FD Disclosure | 7.01 On January 20, 2015, the Company issued a press release to report that it has been appointed by The Priority RV Dealer Network, or Priority, as one of the preferred suppliers of RV aftermarket parts and accessories to the RV dealers in the Priority RV Network. | d856257d8k.htm |