COVETRUS, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2022-10-13: Form 8-K; Period of report 2022-10-13; Description 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; 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 1.01.
- 2022-10-11: Form 8-K; Period of report 2022-10-11; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
- 2022-10-03: Form 8-K; Period of report 2022-10-03; Description 8.01 Other Events; Details 8.01.
- 2022-08-24: Form 8-K; Period of report 2022-08-24; Description 7.01 Regulation FD Disclosure; Details 7.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2022-10-13 | 8-K | 2022-10-13 | 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; 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 | 1.01 Entry into a Material Definitive Agreement. 1.02 Effective as of the Closing Date, all outstanding amounts and obligations under that certain Credit Agreement, dated as of February 7, 2019, by and among the Company, the financial institutions listed therein as lenders, JP Morgan Chase Bank, N.A., as administrative agent and collateral agent for the lenders named therein and the joint bookrunners party thereto (as amended, restated, supplemented or otherwise modified from time to time), were repaid (other than certain letters of credit, which have been cash collateralized by the Company), all outstanding commitments thereunder were terminated and all related security interests and liens were released. 2.01 The information set forth in the Introductory Note and in Items 3.03, 5.01, 5.02, 5.03 and 8.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.01. 2.03 The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03. 3.01 The information set forth in the Introductory Note and in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.01. 3.03 The information set forth in the Introductory Note and in Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03. 5.01 The information set forth in the Introductory Note and in Items 2.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated by reference in this Item 5.01. 5.02 The information set forth in the Introductory Note and in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.02. 5.03 The information contained in the Introductory Note and in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.03. 8.01 On October 13, 2022, the Company issued a press release announcing the closing of the Merger. | d335086d8k.htm |
| 2022-10-11 | 8-K | 2022-10-11 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On October 11, 2022, the Company held a virtual special meeting of stockholders (the “Special Meeting”), at which the holders of 119,919,696 shares of Company common stock, par value $0.01 per share (the “Shares” and each, a “Share”) representing 85.58% of the Shares outstanding and entitled to vote as of the Special Meeting record date of September 7, 2022 (the “Record Date”), were present at the Special Meeting via the virtual meeting website or represented by proxy. | d382730d8k.htm |
| 2022-10-03 | 8-K | 2022-10-03 | 8.01 Other Events | 8.01 As previously announced, on May 24, 2022, Covetrus, Inc. (“Covetrus”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Covetrus, Corgi Bidco, Inc., a Delaware corporation (“Parent”) and Corgi Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”). | d249075d8k.htm |
| 2022-08-24 | 8-K | 2022-08-24 | 7.01 Regulation FD Disclosure | 7.01 As previously announced, on May 24, 2022, Covetrus, Inc. (the “Company”, “we”, “us” or “our”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Corgi Bidco, Inc. (“Parent”) and Corgi Merger Sub, Inc. (“Merger Sub”). | d373391d8k.htm |
| 2022-08-11 | 8-K | 2022-08-11 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On August 11, 2022, Covetrus, Inc. (the “Company”) announced that Matthew Foulston, the Company’s Executive Vice President and Chief Financial Officer, has informed the Company that he will be retiring from the Company effective December 31, 2022. | cvet-20220811.htm |
| 2022-08-04 | 8-K | 2022-06-30 | 2.02 Results of Operations and Financial Condition | 2.02 On August 4, 2022, Covetrus, Inc. (the “Company”) issued a press release announcing its operating results for the second quarter ended June 30, 2022. | cvet_2022630x8kcover.htm |
| 2022-05-25 | 8-K | 2022-05-24 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d290661d8k.htm |
| 2022-05-20 | 8-K | 2022-05-19 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | cvet-20220519.htm |
| 2022-05-17 | 8-K | 2022-05-11 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 (a) The Company held its annual meeting of shareholders on Wednesday, May 11, 2022 in a virtual only format (the “2022 Annual Meeting”). | cvet-20220511.htm |
| 2022-05-05 | 8-K | 2022-05-05 | 2.02 Results of Operations and Financial Condition | 2.02 On May 5, 2022, Covetrus, Inc. (the “Company”) issued a press release announcing its operating results for the first quarter ended March 31, 2022. | cvet-20220505.htm |
| 2022-02-24 | 8-K | 2022-02-24 | 2.02 Results of Operations and Financial Condition | 2.02 On February 24, 2022, Covetrus, Inc. (the “Company”) issued a press release announcing its operating results for the fourth quarter and full year ended December 31, 2021. | cvet-20220224.htm |
| 2022-01-12 | 8-K | 2022-01-12 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On January 12, 2022, Covetrus, Inc. (the “Company”) will present at the 2022 J.P. Morgan Virtual Healthcare Conference. 7.01 On January 12, 2022, the Company will be using the investor presentation attached hereto as Exhibit 99.1 in connection with the Management Presentation. | cvet-20220112.htm |
| 2021-11-04 | 8-K | 2021-11-04 | 2.02 Results of Operations and Financial Condition | 2.02 On November 4, 2021, Covetrus, Inc. (the “Company”) issued a press release announcing its operating results for the third quarter ended September 30, 2021. | cvet-20211104.htm |
| 2021-08-05 | 8-K | 2021-08-05 | 2.02 Results of Operations and Financial Condition | 2.02 On August 5, 2021, Covetrus, Inc. (the “Company”) issued a press release announcing its operating results for the second quarter ended June 30, 2021. | cvet-20210805.htm |
| 2021-07-23 | 8-K | 2021-07-19 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On July 22, 2021, Covetrus, Inc. (the “Company”) announced that Drew Coxhead has joined the Company as Vice President, Accounting, and will be appointed Vice President, Corporate Controller and Chief Accounting Officer, effective August 16, 2021. | cvet-20210719.htm |
| 2021-06-28 | 8-K | 2021-06-28 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On June 28, 2021, Covetrus, Inc. (the “Company”) announced that Michael Ellis, the Company’s Executive Vice President and President, Europe, will be retiring from the Company following the successful transition of his role, which is anticipated to occur prior to the end of the fiscal year. | cvet-20210628.htm |
| 2021-05-18 | 8-K | 2021-05-14 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Upon the recommendation of the Nominating and Governance Committee of the Board of Directors (the “Board”) of Covetrus, Inc. (the “Company”), and in accordance with the Company’s Amended and Restated Bylaws, the Board increased the size of the board from ten directors to eleven directors. | cvet-20210514.htm |
| 2021-05-17 | 8-K | 2021-05-12 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 (a) The Company held its annual meeting of shareholders on Wednesday, May 12, 2021 in a virtual only format (the “2021 Annual Meeting”). | cvet-20210512.htm |
| 2021-05-06 | 8-K | 2021-05-06 | 2.02 Results of Operations and Financial Condition | 2.02 On May 6, 2021, Covetrus, Inc. (the “Company”) issued a press release announcing its operating results for the first quarter ended March 31, 2021. | cvet-20210506.htm |
| 2021-04-30 | 8-K | 2021-04-29 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On April 29, 2021, Covetrus, Inc. (the “Company”) announced that Laura J. Phillips, the Company’s Chief Accounting Officer, will be retiring from the Company effective August 15, 2021. | cvet-20210429.htm |
| 2021-03-01 | 8-K | 2021-03-01 | 2.02 Results of Operations and Financial Condition | 2.02 On March 1, 2021, Covetrus, Inc. (the "Company") issued a press release announcing its operating results for the fourth quarter and full year ended December 31, 2020. | cvet-20210301.htm |
| 2021-01-13 | 8-K | 2021-01-13 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On January 13, 2021, Covetrus, Inc. (the “Company”) will present at the 2021 J.P. Morgan Virtual Healthcare Conference. 7.01 On January 13, 2021, the Company will be using the investor presentation attached hereto as Exhibit 99.1 in connection with the Management Presentation. | cvet-20210113.htm |
| 2020-11-18 | 8-K | 2020-11-17 | 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure | 5.07 (a) Covetrus, Inc. (the "Company") held a special meeting of shareholders on Tuesday, November 17, 2020 in a virtual only format (the “Special Meeting”). 7.01 On November 18, 2020, the Company converted the remaining shares of 7.50% Series A Convertible Preferred stock, par value $0.01 per share (the "Preferred Stock"), issued to CD&R VFC Holdings, L.P. (the "Investor"), an affiliate of Clayton, Dubilier & Rice, LLC, on May 19, 2020. | cvet-20201117.htm |
| 2020-11-10 | 8-K | 2020-11-10 | 2.02 Results of Operations and Financial Condition | 2.02 On November 10, 2020, Covetrus, Inc. (the “Company”) issued a press release announcing its operating results for the third quarter ended September 30, 2020. | cvet-20201110.htm |
| 2020-09-09 | 8-K | 2020-09-09 | 7.01 Regulation FD Disclosure | 7.01 On September 9, 2020, Covetrus, Inc. (the “Company”) converted a portion of its 7.50% Series A Convertible Preferred Stock, par value $0.01 per share (the “Preferred Stock”), issued to CD&R VFC Holdings, L.P. (the “Investor”), an affiliate of Clayton, Dubilier & Rice, LLC, on May 19, 2020. | d91122d8k.htm |
| 2020-08-11 | 8-K | 2020-08-11 | 2.02 Results of Operations and Financial Condition | 2.02 On August 11, 2020, Covetrus, Inc. (the “Company”) issued a press release announcing its operating results for the second quarter ended June 30, 2020. | cvet-20200811.htm |
| 2020-06-25 | 8-K | 2020-06-25 | 7.01 Regulation FD Disclosure | 7.01 On June 25, 2020, Covetrus, Inc. (the “Company”) issued a press release announcing the declaration of a dividend of $8.653846 per share, payable on June 30, 2020, to holders of record of shares of the Company’s 7.50% Series A Convertible Preferred Stock at the close of business on June 19, 2020. | cvet_20200625x8kx701.htm |
| 2020-06-11 | 8-K | 2020-06-11 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On June 11, 2020, Covetrus, Inc. (the "Company") announced that, upon the recommendation of the Nominating and Governance Committee, its Board of Directors had, on June 10, 2020, elected Sandra E. Peterson to serve as a Class II director, to hold such office until the election of directors at the 2021 annual meeting of stockholders. | cvet_20200610x8kx502.htm |
| 2020-06-09 | 8-K | 2020-06-09 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On June 9, 2020, the Company’s Chief Financial Officer, Matthew Foulston, agreed to waive his right to receive twenty-five percent (25%) of his base salary from commencement of his employment on June 1, 2020 through and including July 4, 2020, reducing his base salary from $600,000 to $450,000 during such period. | cvet_20200608x8kx502.htm |
| 2020-06-03 | 8-K/A | 2020-06-03 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On May 14, 2020, Covetrus, Inc. (the "Company") announced the appointment of Matthew Foulston as the Chief Financial Officer, effective June 1, 2020. | cvet_20200601x8kax502.htm |
| 2020-05-19 | 8-K | 2020-05-19 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 Entry into a Material Definitive Agreement. 3.02 The information contained in the Explanatory Note is incorporated herein by reference. 3.03 The information contained in the Explanatory Note regarding the terms of the Series A Preferred Stock is incorporated herein by reference. 5.03 On May 19, 2020, the Company filed the Certificate of Designations to its Amended and Restated Certificate of Incorporation for the Series A Preferred Stock with the Secretary of State of the State of Delaware, effective on the date of filing. | d934955d8k.htm |
| 2020-05-14 | 8-K | 2020-05-14 | 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; 5.07 Submission of Matters to a Vote of Security Holders | 2.02 On May 14, 2020, Covetrus, Inc. (the “Company”) issued a press release announcing its operating results for the first quarter ended March 31, 2020. 5.02 On May 14, 2020, the Company announced that Matthew Foulston will become the Company’s global chief financial officer, effective June 1, 2020. 5.07 (a)The Company held its annual meeting of shareholders on Wednesday, May 13, 2020 in a virtual only format (the “2020 Annual Meeting”). | cvet_20200331x8kcover.htm |
| 2020-05-04 | 8-K | 2020-05-04 | 7.01 Regulation FD Disclosure | 7.01 In connection with discussions with shareholders, the Board of Directors of Covetrus, Inc. (the “Company”) has committed to submit a proposal to the Company’s shareholders to eliminate supermajority voting requirements in the Company’s Certificate of Incorporation and the Amended and Restated By-laws. | cvet_20200401x7011.htm |
| 2020-05-01 | 8-K | 2020-04-30 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 3.02 The information contained in Item 1.01 to this Current Report on Form 8-K is incorporated into this Item 3.02 by reference. 3.03 Prior to the execution of the Investment Agreement, the Company waived the Share Ownership Limit (as defined in the Company’s Certificate of Incorporation) applicable to the Purchaser to enable the Purchaser to consummate the transactions set forth in the Investment Agreement. 7.01 On April 30, 2020, the Company issued a press release announcing the Private Placement. | d908979d8k.htm |
| 2020-04-22 | 8-K | 2020-04-22 | 2.02 Results of Operations and Financial Condition | 2.02 On April 22, 2020, Covetrus, Inc. (the "Company") issued a press release announcing its preliminary financial results for the first quarter ended March 31, 2020, providing a business and operational update regarding the COVID-19 pandemic, and withdrawing its previously announced guidance for full-year 2020. | cvet_20200331x8kcoverxpre-.htm |
| 2020-04-06 | 8-K | 2020-04-06 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On April 3, 2020, the Company’s Chief Executive Officer, Benjamin Wolin, each of its Executive Vice Presidents, Mike Ellis, David Hinton, Tim Ludlow, Anthony Providenti and Georgia Wraight, and its Chief Administrative Officer, Dustin Finer, agreed to waive his or her right to receive twenty-five percent (25%) of his or her base salary (the “Forfeited Salary”) for the period commencing on March 29, 2020 through and including June 30, 2020 (the “Waiver Period”). | cvet_20200401x8kx502.htm |
| 2020-04-01 | 8-K | 2020-04-01 | 7.01 Regulation FD Disclosure | 7.01 On April 1, 2020, Covetrus, Inc. (the “Company”) issued a press release announcing that it has completed the sale of its scil animal care business ("scil") to Heska Corporation ("Heska") (Nasdaq:HSKA). | cvet_20200401x701.htm |
| 2020-03-24 | 8-K/A | 2020-03-24 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 3, 2020, our Board of Directors appointed Benjamin Wolin as our President and Chief Executive Officer. | cvet_20200323x8ka.htm |
| 2020-03-12 | 8-K | 2020-03-12 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 11, 2020, David E. Shaw informed Covetrus, Inc. (the “Company”) that he will not seek re-election as a member of the Company’s board of directors (the “Board”) at the Company’s annual meeting of shareholders to be held in May 2020. | cvet_20200311x8kx502.htm |
| 2020-03-03 | 8-K | 2020-03-03 | 2.02 Results of Operations and Financial Condition | 2.02 On March 3, 2020, Covetrus, Inc. (the "Company") issued a press release announcing its operating results for the fourth quarter and full year ended December 31, 2019. | cvet_20191231x8kcover.htm |
| 2020-02-20 | 8-K/A | 2020-02-20 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On November 11, 2019, the Company announced that David Christopher Dollar, the Company’s Senior Vice President and President, Global Software Services (“GSS”), had resigned his position. | cvet_20200213x8ka.htm |
| 2020-01-21 | 8-K | 2020-01-21 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 14, 2020, the compensation committee (the “Compensation Committee”) of the board of directors (the “Board”) of Covetrus, Inc. (the “Company”), approved a form of (i) performance stock unit agreement and (ii) performance stock unit agreement for non-U.S. participants (collectively, the “PSU Award Agreements”), copies of which are filed herewith as Exhibits 10.1 and 10.2, respectively, and incorporated by reference herein. | cvet_20200114x8kx502.htm |
| 2020-01-21 | 8-K/A | 2020-01-21 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On December 16, 2019, the Company announced that Christine Komola, the Company’s Chief Financial Officer, had resigned her position effective immediately. | cvet_20200115x8ka.htm |
| 2020-01-14 | 8-K | 2020-01-14 | 7.01 Regulation FD Disclosure | 7.01 On January 14, 2020, Covetrus, Inc. (the “Company”) issued a press release announcing that it has entered into a definitive agreement to sell its scil animal care business (“scil”) to Heska Corporation (“Heska”) (Nasdaq: HSKA) for a purchase price of $125 million in cash, subject to customary closing adjustments. | cvet_20200114x8kx701.htm |
| 2019-12-16 | 8-K | 2019-12-11 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On December 16, 2019, Covetrus, Inc. (the “Company”) announced that Christine Komola, the Company’s Chief Financial Officer, has resigned effective immediately. | d850083d8k.htm |
| 2019-11-13 | 8-K | 2019-11-13 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On November 11, 2019, David Christopher Dollar stepped down from his position as Senior Vice President and President, Global Software Services (“GSS”) of Covetrus, Inc. (the “Company”). | cvet_20191113x8k.htm |
| 2019-11-12 | 8-K | 2019-11-12 | 2.02 Results of Operations and Financial Condition | 2.02 On November 12, 2019, Covetrus, Inc. (the "Company") issued a press release announcing its operating results for the third quarter ended September 30, 2019. | cvet_20190930x8kcover.htm |
| 2019-11-04 | 8-K/A | 2019-11-04 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | cvet_20191104x8ka.htm | |
| 2019-10-22 | 8-K | 2019-10-21 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On October 22, 2019, Covetrus, Inc. (the “Company”) announced that Ben Shaw, the Company’s Chief Executive Officer and President, has resigned effective immediately. | d822829d8k.htm |
| 2019-09-04 | 8-K | 2019-09-04 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (a) Effective September 4, 2019, Betsy Atkins resigned as a member of the Board of Directors (the “Board”) of Covetrus, Inc. (the “Company”). | cvet_20190904x8kcover.htm |
| 2019-08-13 | 8-K | 2019-08-13 | 2.02 Results of Operations and Financial Condition | 2.02 On August 13, 2019, Covetrus, Inc. (the "Company") issued a press release announcing its operating results for the second quarter ended June 30, 2019. | cvet_20190630x8kcover.htm |
| 2019-05-15 | 8-K | 2019-05-15 | 2.02 Results of Operations and Financial Condition | 2.02 On May 15, 2019, Covetrus, Inc. (the “Company”) announced its financial results for the quarter ended March 31, 2019. | d746506d8k.htm |
| 2019-05-07 | 8-K | 2019-05-07 | 7.01 Regulation FD Disclosure | 7.01 On February 7, 2019, Covetrus, Inc. (f/k/a HS Spinco, Inc.), a Delaware corporation (the "Company" or "Covetrus"), announced that it had consummated the previously disclosed Reverse Morris Trust transaction contemplated by (a) the Contribution and Distribution Agreement, dated as of April 20, 2018 (as amended, the "Contribution and Distribution Agreement"), by and among the Company, Henry Schein, Inc., a Delaware corporation and Company’s parent prior to the Distribution (as defined below) ("Henry Schein"), Direct Vet Marketing, Inc. (d/b/a Vets First Choice), a Delaware corporation ("Vets First Choice"), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative of the Vets First Choice stockholders and for the purposes of certain articles set forth therein (the "Vets First Choice Stockholders’ Representative") and (b) the Agreement and Plan of Merger, dated as of April 20, 2018 (as amended, the "Merger Agreement"), by and among the Company, Henry Schein, HS Merger Sub, Inc., a wholly owned subsidiary of the Company ("Merger Sub"), Vets First Choice and the Vets First Choice Stockholders’ Representative. | cvet_20190331x8kcover.htm |
| 2019-05-07 | 8-K | 2019-05-03 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On April 23, 2019, Covetrus, Inc. (the “Company”) hired Laura Phillips as Vice President – Accounting. | a8k.htm |
| 2019-03-28 | 8-K | 2019-03-26 | 8.01 Other Events | 8.01 On March 26, 2019, Covetrus, Inc. (the “Company”) announced the appointment of Matthew Leonard as Executive Vice President, President North America and Global Supply Chain Officer. | d727148d8k.htm |
| 2019-03-05 | 8-K | 2019-02-27 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On February 27, 2019, the compensation committee (the “Compensation Committee”) of the board of directors (the “Board”) of Covetrus, Inc. (the “Company”), approved a form of (i) restricted stock unit agreement, (ii) incentive stock option agreement, (iii) nonqualified stock option agreement, (iv) restricted stock unit agreement for non-U.S. participants, and (v) restricted stock agreement (collectively, the “Non-Director Award Agreements”), copies of which are filed herewith as Exhibits 10.1, 10.2, 10.3, 10.4, and 10.5, respectively, and incorporated by reference herein. 8.01 On February 28, 2019, the Board, following recommendation from the Compensation Committee, approved the Non-Employee Director Compensation Policy (the “Director Compensation Policy”), a copy of which is filed herewith at Exhibit 10.7 and incorporated by reference herein. | d716830d8k.htm |
| 2019-02-20 | 8-K | 2019-02-18 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 18, 2019, Francis X. Dirksmeier, Senior Vice President and President, North America, delivered to Covetrus, Inc. (the “Company”) notice of his intention to resign from his position with the Company effective as of the close of business on February 22, 2019 to become the Chief Executive Officer of a human healthcare company. | d645123d8k.htm |
| 2019-02-07 | 8-K | 2019-02-06 | 1.01 Entry into 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; 3.02 Unregistered Sales of Equity Securities; 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 | 1.01 On February 7, 2019, Vet Intermediate Holdco II, LLC, a wholly owned subsidiary of the Company (the “Borrower”), entered into a credit agreement (the “Credit Agreement”), by and among Borrower, JPMorgan Chase Bank, N.A., as administrative agent, collateral agent and issuing lender (the “Administrative Agent” or “Collateral Agent”, as applicable), and the several banks and other financial institutions from time to time party thereto, which provides for (i) a term loan facility (the “Term Loan Facility”) in an aggregate principal amount of $1,200 million and (ii) a cash flow-based revolving credit facility (the “Revolving Facility” and, together with the Term Loan Facility, the “Facilities”) of $300 million (the “Revolving Commitment”). 2.01 The disclosures under the Introductory Note are incorporated herein by reference. 2.03 The information set forth in Item 1.01 of this Current Report on Form 8-K under the heading “Term Loan A Facility and Revolving Facility” is incorporated by reference into this Item 2.03. 3.02 On December 25, 2018, the Company and Henry Schein entered into a Stock Subscription and Purchase Agreement (the “Share Sale Agreement”) with funds and accounts advised by Morgan Stanley Investment Management, Inc. (“MSIM”) and funds affiliated with Sequoia Heritage (“Sequoia”, and together with MSIM, the “Share Sale Investors”), each of whom are “accredited investors,” as such term is defined in Rule 501(a) promulgated pursuant to the Securities Act. 3.03 The information set forth in Item 2.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. 5.01 The information set forth in Item 2.01 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01. 5.02 In accordance with the Contribution and Distribution Agreement, on February 7, 2019, effective upon the Closing, Michael S. Ettinger, Mark E. Mlotek and Walter Siegel were removed from the Company’s board of directors by Henry Schein as the Company’s then sole stockholder, which removals were not the result of any disagreements with the Company relating to the Company’s operations, policies or practices. 5.03 On February 6, 2019, the Company’s amended and restated certificate of incorporation (the “Restated Certificate”) was filed with the Secretary of State of the State of Delaware, and the Restated Certificate and the Company’s amended and restated bylaws (the “Restated By-Laws”), each became effective. | d701454d8k.htm |
| 2019-02-04 | 8-K | 2019-02-04 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 On February 1, 2019, Covetrus, Inc. (the “Company”) filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of Delaware changing the name of the Company from “HS Spinco, Inc.” to “Covetrus, Inc.” effective at 12:10 a.m. | d702637d8k.htm |