CON-WAY INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2015-11-02: Form 8-K; Period of report 2015-10-30; 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; 8.01 Other Events; Details 1.02.
- 2015-10-22: Form 8-K; Period of report 2015-10-22; Description 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit Plans; Details 5.04.
- 2015-09-24: Form 8-K; Period of report 2015-09-24; Description 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit Plans; Details 5.04.
- 2015-09-10: Form 8-K; Period of report 2015-09-09; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2015-11-02 | 8-K | 2015-10-30 | 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; 8.01 Other Events | 1.02 In connection with the consummation of the Merger (described below), the Company terminated its Credit Agreement, dated as of November 4, 2010, as amended, among the Company, as the borrower, PNC Bank, National Association, as the agent, and the other parties party thereto. 2.01 As previously disclosed in the Current Report on Form 8-K filed by Con-way Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”) on September 9, 2015, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 9, 2015, with XPO Logistics, Inc., a Delaware corporation (“Parent”), and Canada Merger Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). 3.01 On the Closing Date, in connection with the consummation of the Merger, the Company notified the NYSE that the Merger had been consummated, and requested that the trading of Shares on NYSE be suspended prior to market open on the Closing Date and that the listing of the Shares on NYSE be withdrawn. 3.03 The information set forth under Item 2.01, Item 5.01 and Item 5.03 of this Current Report on 8-K is incorporated by reference into this Item 3.03. 5.01 As a result of Merger Sub’s acceptance for payment of all Shares that were validly tendered and not withdrawn pursuant to the Offer and the consummation of the Merger pursuant to Section 251(h) of the DGCL on the Closing Date, a change in control of the Company occurred and the Company now is a wholly owned subsidiary of Parent. 5.02 In connection with the Merger, and at the Effective Time, each of the directors of the Company immediately prior to the Effective Time, voluntarily resigned from the Board of the Directors of the Company and Gordon E. Devens and John J. Hardig became the sole directors of the Company. 5.03 Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety (the “Amended and Restated Certificate of Incorporation”). 8.01 On October 30, 2015, Parent issued a press release relating to the expiration of the Offer and the consummation of the Merger. | d40823d8k.htm |
| 2015-10-22 | 8-K | 2015-10-22 | 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit Plans | 5.04 On October 22, 2015, Con-way Inc. (“Con-way”, the “Company” or “we”) delivered to its executive officers and directors (collectively, the “Covered Persons”) a notice under Rule 104(b)(2)(i) of Regulation BTR, pursuant to which (i) the “blackout” period described in the Reason for the Tender Offer Blackout Period and this Notice, dated September 24, 2015 (the “Prior Tender Offer Blackout Period”), was lifted to accommodate an extension on the Tender Offer (as defined below), and (ii) Con-way may be imposing a blackout period beginning October 27, 2015 in accordance with Section 306(a) of the Sarbanes-Oxley Act of 2002 (“SOX”) and the Securities and Exchange Commission regulations. | d71904d8k.htm |
| 2015-09-24 | 8-K | 2015-09-24 | 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit Plans | 5.04 On September 24, 2015, Con-way Inc. (“Con-way”, the “Company” or “we”) delivered to its executive officers and directors (collectively, the “Covered Persons”) a notice under Rule 104(b)(2)(i) of Regulation BTR, pursuant to which Con-way may be imposing a “blackout” period in accordance with Section 306(a) of the Sarbanes-Oxley Act of 2002 (“SOX”) and the Securities and Exchange Commission regulations. | d55326d8k.htm |
| 2015-09-10 | 8-K | 2015-09-09 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d97842d8k.htm |
| 2015-09-09 | 8-K | 2015-09-09 | 7.01 Regulation FD Disclosure | 7.01 On September 9, 2015, Con-way Inc., a Delaware corporation (the “Company”) and XPO Logistics, Inc., a Delaware corporation (“Parent”), issued a joint press release, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. | d83681d8k.htm |
| 2015-07-29 | 8-K | 2015-07-29 | 2.02 Results of Operations and Financial Condition | 2.02 On July 29, 2015, Con-way Inc. issued a press release announcing its financial results for the quarter ended June 30, 2015. | a15_06earningsrelease.htm |
| 2015-06-19 | 8-K | 2015-06-16 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On June 16, 2015, the Board of Directors of Con-way Inc. appointed Gretchen W. McClain and Matthew J. Espe as new directors, effective immediately. | a15-06x11newbodmembers.htm |
| 2015-06-16 | 8-K | 2015-06-14 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On June 16, 2015, Con-way Inc. (the “Company”) announced that W. Gregory Lehmkuhl, President of the Company’s Con-way Freight subsidiary and business unit, resigned from his position as the President of Con-way Freight Inc. and as an Executive Vice President of Con-way Inc. effective June 29, 2015. | a15-06x16departure.htm |
| 2015-05-12 | 8-K | 2015-05-12 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 At the Annual Meeting of Shareholders of Con-way Inc. (the “Company”) held on May 12, 2015, the shareholders of the Company voted on five proposals and cast their votes as described below. | a15_058-kannualmeeting.htm |
| 2015-04-29 | 8-K | 2015-04-29 | 2.02 Results of Operations and Financial Condition | 2.02 On April 29, 2015, Con-way Inc. issued a press release announcing its financial results for the quarter ended March 31, 2015. | a15_03earningsrelease8-k.htm |
| 2015-02-04 | 8-K | 2015-02-04 | 2.02 Results of Operations and Financial Condition | 2.02 On February 4, 2015, Con-way Inc. issued a press release announcing its financial results for the fiscal year ended December 31, 2014. | a14_12earningsrelease.htm |
| 2015-01-26 | 8-K | 2015-01-21 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 On January 21, 2015, the Board of Directors of Con-way Inc., a Delaware corporation (the “Company”), approved an amendment to the Company’s Bylaws (as amended, the “Amended Bylaws”) to add a forum selection provision, effective January 21, 2015. | a15_01pressrelease8-k.htm |