ESSENDANT INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2018-10-25: Form 8-K; Period of report 2018-10-25; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2018-09-17: Form 8-K; Period of report 2018-09-14; Description 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 3.03 Material Modification to Rights of Security Holders; 8.01 Other Events; Details 1.01.
- 2018-09-10: Form 8-K; Period of report 2018-09-10; Description 8.01 Other Events; Details 8.01.
- 2018-07-31: Form 8-K; Period of report 2018-07-25; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2018-10-25 | 8-K | 2018-10-25 | 2.02 Results of Operations and Financial Condition | 2.02 The following information under Item 2.02, including Exhibit 99.1, shall not be deemed “filed” hereunder for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. | esnd-8k_20181025.htm |
| 2018-09-17 | 8-K | 2018-09-14 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 3.03 Material Modification to Rights of Security Holders; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 1.02 On September 14, 2018, prior to or concurrently with entering into the Merger Agreement, Essendant delivered to Genuine Parts Company (“GPC”) written notice terminating the Agreement and Plan of Merger, dated as of April 12, 2018 (the “GPC Merger Agreement”), by and among GPC, Rhino SpinCo, Inc., Essendant and Elephant Merger Sub Corp., pursuant to Section 9.01(g) of the GPC Merger Agreement in order to enter into the Merger Agreement. 3.03 The disclosure set forth under the heading “Rights Agreement Amendment” in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. 8.01 On September 14, 2018, Essendant issued a joint press release with Staples announcing entry into the Merger Agreement. | d520604d8k.htm |
| 2018-09-10 | 8-K | 2018-09-10 | 8.01 Other Events | 8.01 On September 10, 2018, Essendant Inc. (“Essendant”) issued a press release announcing that its Board of Directors has determined that the proposal from Staples Inc. to acquire all of the outstanding shares of Essendant common stock for $12.80 per share in cash constitutes a “Superior Proposal” under the terms of the Agreement and Plan of Merger, dated as of April 12, 2018, by and among Genuine Parts Company, Rhino SpinCo Inc., Essendant, and Elephant Merger Sub Corp., as amended. | d619224d8k.htm |
| 2018-07-31 | 8-K | 2018-07-25 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On July 25, 2018, the Board of Directors and the Human Resources Committee of the Board of Directors of Essendant Inc. (the “Company”) approved cash payments to each of the Company’s named executive officers. | esnd-8k_20180725.htm |
| 2018-07-26 | 8-K | 2018-07-26 | 2.02 Results of Operations and Financial Condition | 2.02 The following information under Item 2.02, including Exhibit 99.1, shall not be deemed “filed” hereunder for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. | esnd-8k_20180726.htm |
| 2018-07-03 | 8-K | 2018-07-03 | 8.01 Other Events | 8.01 As previously announced, on April 12, 2018, Essendant Inc. (“Essendant”) and Genuine Parts Company (“GPC”) entered into a definitive merger agreement under which Essendant agreed to combine with GPC's S.P. Richards business. | esnd-8k_20180703.htm |
| 2018-05-31 | 8-K | 2018-05-29 | 8.01 Other Events | 8.01 Essendant Inc. (the “Company” or the “Registrant”) is filing this Current Report on Form 8-K to recast financial statements and other financial information previously included in its Annual Report on Form 10-K (the “2017 Form 10-K”) for the year ended December 31, 2017, filed with the Securities and Exchange Commission on February 21, 2018. | esnd-8_k.htm |
| 2018-05-30 | 8-K | 2018-05-29 | 1.01 Entry into a Material Definitive Agreement; 3.03 Material Modification to Rights of Security Holders | 1.01 Entry into a Material Definitive Agreement. 3.03 The disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. | d557660d8k.htm |
| 2018-05-25 | 8-K | 2018-05-24 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 (a) The Annual Meeting of Shareholders of the Registrant (the “Annual Meeting”) was held in Deerfield, Illinois on Thursday, May 24, 2018. | esnd-8k_20180524.htm |
| 2018-05-17 | 8-K | 2018-05-17 | 1.01 Entry into a Material Definitive Agreement; 3.03 Material Modification to Rights of Security Holders; 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. 3.03 The information included in Item 1.01 is incorporated by reference into this item. 5.03 In connection with the Rights Agreement referenced in Item 1.01 and Item 3.03, on May 17, 2018, the Board approved (i) the elimination of the Series A Junior Preferred Stock, with a par value of $0.01 per share, which had been authorized in 1999 (“1999 Series A”) in connection with a prior stockholder rights plan, by way of the filing of a certificate of elimination eliminating such 1999 Series A (the “Certificate of Elimination”) and (ii) a Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock (the “Certificate of Designation”) setting forth the rights, powers and preferences of the newly authorized Preferred Stock. 8.01 Today, the Company announced the adoption of the Rights Agreement and the declaration of the dividend of Rights and issued a press release relating to such declaration, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. | d579825d8k.htm |
| 2018-04-25 | 8-K | 2018-04-25 | 2.02 Results of Operations and Financial Condition | 2.02 The following information, including Exhibit 99.1, shall not be deemed “filed” hereunder for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. | esnd-8k_20180425.htm |
| 2018-04-12 | 8-K | 2018-04-12 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d563637d8k.htm |
| 2018-03-08 | 8-K | 2018-02-15 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 15, 2018, Jean S. Blackwell confirmed to the Board of Directors of Essendant Inc. (the “Company”) her intention to retire from the Board of Directors effective May 24, 2018, the date of the Registrant’s Annual Meeting of Stockholders. | esnd-8k_20180308.htm |
| 2018-02-21 | 8-K | 2018-02-21 | 2.02 Results of Operations and Financial Condition | 2.02 The following information, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed” hereunder for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. | esnd-8k_20180221.htm |