EVERYWARE GLOBAL, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2015-05-13: Form 8-K; Period of report 2015-05-13; Description 7.01 Regulation FD Disclosure; Details 7.01.
- 2015-04-27: Form 8-K; Period of report 2015-04-25; Description 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 1.01.
- 2015-04-14: Form 8-K; Period of report 2015-04-14; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2015-04-14: Form 8-K; Period of report 2015-04-09; Description 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2015-05-13 | 8-K | 2015-05-13 | 7.01 Regulation FD Disclosure | 7.01 EveryWare Global, Inc. (the “Company”) and its domestic subsidiaries (collectively with the Company, the “Debtors”) intend to file on or around May 13, 2015 a supplement (the “Plan Supplement”) to the pre-packaged plan of reorganization (the “Plan”) that was filed with the United States Bankruptcy Court for the District of Delaware on April 7, 2015. | d926087d8k.htm |
| 2015-04-27 | 8-K | 2015-04-25 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 The description of the Agreement (as defined below) contained under Item 5.02 below is incorporated herein by reference. 5.02 On April 25, 2015, EveryWare Global, Inc. (the “Company”) filed a retention application with the United States Bankruptcy Court for the District of Delaware (the “Court”) retaining William H. Runge III as Chief Restructuring Officer of the Company (the “CRO”). | d915425d8k.htm |
| 2015-04-14 | 8-K | 2015-04-14 | 2.02 Results of Operations and Financial Condition | 2.02 The information, including Exhibit 99.1, furnished in this Current Report on Form 8-K is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. | evry-20150331x8kxearningsg.htm |
| 2015-04-14 | 8-K | 2015-04-09 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 As previously reported on Form 8-K filed on April 8, 2015 by EveryWare Global, Inc. (the “Company”), the Company and its domestic subsidiaries (collectively with the Company, the “Debtors”) filed voluntary petitions for relief (the “Bankruptcy Filing”) under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Court”). 2.03 The disclosures set forth in Item 1.01 above are incorporated by reference into this Item 2.03. | d910573d8k.htm |
| 2015-04-08 | 8-K | 2015-04-08 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On April 8, 2015, EveryWare Global, Inc. (the “Company”) received a letter from the the Staff of The Nasdaq Stock Market LLC (“Nasdaq”) stating that Nasdaq has determined that the Company’s securities will be delisted from the Nasdaq Stock Market. | d907918d8k.htm |
| 2015-04-08 | 8-K | 2015-04-07 | 1.03 Bankruptcy or Receivership; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 7.01 Regulation FD Disclosure | 1.03 On April 7, 2015, EveryWare Global, Inc. (the “Company”) and its domestic subsidiaries (collectively with the Company, the “Debtors”) commenced cases (the “Chapter 11 Cases”) by filing voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Court”). 2.04 The commencement of the Chapter 11 Cases described in Item 1.03 above constitutes an event of default that accelerated the Company’s obligations under the Term Loans and the ABL Facility (collectively, the “Debt Documents”). 7.01 A copy of the press release dated April 8, 2015 announcing that the Company and its domestic subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code is attached hereto as Exhibit 99.1 and is incorporated herein by reference. | d905137d8k.htm |
| 2015-04-01 | 8-K | 2015-03-30 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 On March 31, 2015, EveryWare Global, Inc. (the “Company”) and certain of its subsidiaries entered into a Restructuring Support Agreement (the “RSA”) with holders of approximately $163.1 million of its term loan indebtedness, representing approximately 65.6% of such term loans (the “Consenting Term Lenders”) and holders of the Company’s preferred stock or common stock that are signatories to the RSA (the “Consenting Equity Holders”). 5.02 On March 30, 2015, Ronald D. McCray resigned from the Company’s Board of Directors and the Audit Committee of the Board of Directors. | d902918d8k.htm |
| 2015-03-16 | 8-K | 2015-03-12 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 12, 2015, the Board of Directors of EveryWare Global, Inc. (Nasdaq:EVRY) appointed company President and Chief Executive Officer Sam Solomon as a member of the board of directors, effective immediately. | evry-20150316x8kxceobod.htm |
| 2015-03-02 | 8-K | 2015-02-27 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 2, 2015, EveryWare Global, Inc. (the “Company”) issued a press release, announcing that it has hired Robert M. Ginnan as its Senior Vice President and Chief Financial Officer effective after the Company files its Annual Report on Form 10-K for the year ended December 31, 2014, when the Company’s current Interim Chief Financial Officer, Joel Mostrom, will resign from the Company. | d883410d8k.htm |
| 2015-02-23 | 8-K | 2015-02-17 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 17, 2015, Anthony Reisig was appointed Senior Vice President of Operations and Supply Chain of EveryWare Global, Inc. (the “Company”). | evry-20150217x8kxsvpops.htm |
| 2015-01-20 | 8-K | 2015-01-15 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On January 15, 2015, EveryWare Global, Inc. (the “Company”), received a deficiency notice from the NASDAQ Stock Market (“NASDAQ”) stating that for the last 30 consecutive business days, the Company had not met the $1 per share minimum bid price continued listing standard as required by Rule 5450(a)(1). | evry-2015x01x15x8knasdaqli.htm |
| 2014-12-16 | 8-K | 2014-12-10 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On December 10, 2014, Daniel Taylor, Senior Vice President Operations & Supply Chain of EveryWare Global, Inc. (the “Company”) resigned from the Company effective January 2, 2015. | evry-2014x1216x8kxofficerr.htm |
| 2014-12-05 | 8-K | 2014-12-04 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On December 4, 2014, Umberto Filice, Senior Vice President Sales, North America of EveryWare Global, Inc. (the “Company”), resigned from the Company effective January 9, 2015. | d834055d8k.htm |
| 2014-11-24 | 8-K | 2014-11-19 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On November 19, 2014, EveryWare Global, Inc. (the “Company”), received a deficiency notice from the NASDAQ Stock Market (“NASDAQ”) stating that for the last 30 consecutive business days, the Company had not met the $15 million minimum market value of publicly held shares continued listing standard as required by Rule 5450(b)(3)(C). | d825729d8k.htm |
| 2014-11-13 | 8-K | 2014-11-13 | 2.02 Results of Operations and Financial Condition | 2.02 The information, including Exhibit 99.1, furnished in this Current Report on Form 8-K is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. | evry-20141113x8kxearnings.htm |
| 2014-11-12 | 8-K | 2014-11-06 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On November 6, 2014, Ellen B. Richstone was appointed to serve as an independent member of the Board of Directors (the “Board”) of EveryWare Global, Inc. (the “Company”) and as chair of the Board’s Audit Committee. | d820382d8k.htm |
| 2014-10-14 | 8-K | 2014-10-07 | 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure | 5.07 On October 7, 2014, EveryWare Global, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”). 7.01 As disclosed in the Company’s Registration Statement on Form S-1 filed on October 14, 2014, the Company was named as a defendant in a purported class action lawsuit in a complaint filed in the United States District Court for the Southern District of Ohio. | d803864d8k.htm |
| 2014-09-23 | 8-K | 2014-09-17 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 Entry into a Material Definitive Agreement. 5.02 On September 17, 2014, Bernard Peters, Executive Vice President and Chief Financial Officer of EveryWare Global, Inc. (the “Company”), resigned from the Company effective October 3, 2014. | d793526d8k.htm |
| 2014-08-27 | 8-K/A | 2014-08-21 | 2.01 Completion of Acquisition or Disposition of Assets; 7.01 Regulation FD Disclosure | 2.01 On August 21, 2014, Oneida UK Limited (the “Seller”), an indirect, wholly owned subsidiary of EveryWare Global, Inc. (the “Company”), sold the share capital of Oneida International Limited (“Oneida”) pursuant to an Agreement (the “Share Purchase Agreement”) with HUK 54 Limited (the “Buyer”), a subsidiary of Hilco Capital Limited, for consideration of an aggregate of £3.7 million consisting of indebtedness repaid by Buyer at closing, including amounts due to the Company and the repayment of Oneida’s revolving credit facility (the “U.K. Revolver”) with Burdale Financial Limited (the “Sale”). 7.01 On August 21, 2014, the Company issued a press release announcing the sale of its Oneida International Limited business pursuant to the Share Purchase Agreement. | evry-20140826x8kxuksale.htm |
| 2014-08-21 | 8-K | 2014-08-21 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. 1.02 On the Closing Date, the Buyer repaid in full all outstanding amounts due and owing under the U.K. Revolver, including an early termination penalty. | d777893d8k.htm |
| 2014-08-14 | 8-K | 2014-08-14 | 2.02 Results of Operations and Financial Condition | 2.02 The information, including Exhibit 99.1, furnished in this Current Report on Form 8-K is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. | evry-20140814x8kxearnings.htm |
| 2014-07-31 | 8-K | 2014-07-30 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 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. 3.02 As described under Item 1.01 above, the Company issued the Preferred Stock and Sponsor Warrants to Monomoy and the Lender Warrants to its lenders through private placements. 5.03 On the Closing Date, the Company filed the Certificate of Designation with the Secretary of State of the State of Delaware. 8.01 On the Closing Date, the Company issued a press release announcing the consummation of the transactions. | d769723d8k.htm |
| 2014-07-30 | 8-K | 2014-07-29 | 7.01 Regulation FD Disclosure | 7.01 On July 29, 2014, the Forbearance Agreement (the “Forbearance Agreement”) entered into by and among Anchor Hocking, LLC, an indirect wholly-owned subsidiary of EveryWare Global, Inc. (the “Company”), Oneida Ltd., an indirect wholly-owned subsidiary of the Company, and Universal Tabletop, Inc., a wholly-owned subsidiary of the Company, certain of the Company’s subsidiaries party thereto, Deutsche Bank AG New York Branch, as Administrative Agent, and the requisite lenders party thereto, relating to that certain Term Loan Agreement, dated as of May 21, 2013 (the “Term Loan Agreement”), expired at 5:00 p.m. | d766867d8k.htm |
| 2014-07-23 | 8-K | 2014-07-22 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On July 22, 2014, the Company issued a press release announcing entry into Amendment No. 3 to the Forbearance Agreement and the ABL Amendment No. 5. | d764344d8k.htm |
| 2014-07-18 | 8-K | 2014-07-17 | 8.01 Other Events | 8.01 On July 17, 2014, the Listing Qualifications Staff (the “Staff”) of The NASDAQ Stock Market LLC (“Nasdaq”) notified the Company that it has regained compliance with Nasdaq’s listing rules. | evry-20140717x8knasdaq.htm |
| 2014-07-16 | 8-K | 2014-07-15 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On July 15, 2014, the Company issued a press release announcing the entry into the Amendment No. 2 to the Forbearance Agreement and ABL Amendment No. 4. | evry-20140715x8kforebearan.htm |
| 2014-07-07 | 8-K | 2014-07-03 | 8.01 Other Events | 8.01 On July 3, EveryWare Global, Inc. (the “Company”) issued a press release announcing the results of the votes by unionized workers on revised labor agreements at the Company’s facilities in Lancaster, Ohio and Monaca, Pennsylvania. | evry-20140703x8kunionvote.htm |
| 2014-07-01 | 8-K | 2014-06-30 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On June 30, 2014, the Company issued a press release announcing the entry into the Amendment No. 1 to the Forbearance Agreement and ABL Amendment No. 3. | d749446d8k.htm |
| 2014-06-25 | 8-K | 2014-06-19 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On June 19, 2014, EveryWare Global, Inc. (the “Company”), received a deficiency notice from the NASDAQ Stock Market (“NASDAQ”) stating that for the last 30 consecutive business days, the Company had not met the $15 million minimum market value of publicly held shares continued listing standard as required by Rule 5450(b)(2)(C) or Rule 5450(b)(3)(C). | d748343d8k.htm |
| 2014-06-09 | 8-K | 2014-06-09 | 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 June 9, 2014, EveryWare Global, Inc. (the “Company”), issued a press release, announcing that it has hired Samie A. Solomon as its Chief Executive Officer and President. 8.01 On June 9, 2014, the Company issued a press release announcing its intention to reopen the Lancaster facility the week of June 9, 2014. | d740691d8k.htm |
| 2014-06-06 | 8-K | 2014-06-06 | 7.01 Regulation FD Disclosure | 7.01 In accordance with General Instruction B.2 of Form 8-K, the following information is being furnished pursuant to Item 7.01 of Form 8-K and is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act. | evry-20140606x8kwarnnotice.htm |
| 2014-06-02 | 8-K | 2014-05-29 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 5.02 On May 29, 2014, Mr. Barry L. Kasoff tendered his resignation as member of the Board of Directors of the Company (the “Board”) and chairman of the Audit Committee of the Board (the “Audit Committee”) effective May 31, 2014 to devote more time to his individual business pursuits. 8.01 The Company announced its intention to partially reopen its Monaca, Pennsylvania facility. | d737851d8k.htm |
| 2014-05-19 | 8-K | 2014-05-14 | 1.01 Entry into a Material Definitive Agreement; 5.07 Submission of Matters to a Vote of Security Holders | 1.01 Entry into a Material Definitive Agreement. 5.07 On May 14, 2014, EveryWare Global, Inc. held its 2014 Annual Meeting of Stockholders (the “Annual Meeting”). | evry-20140519x8kannlmtg_de.htm |
| 2014-05-15 | 8-K | 2014-05-15 | 2.02 Results of Operations and Financial Condition | 2.02 The information, including Exhibit 99.1, furnished in this Current Report on Form 8-K is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. | evry-20140515x8kxearnings.htm |
| 2014-04-21 | 8-K | 2014-02-28 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 28, 2014, Steven Lefkowitz, Senior Vice President North America-Foodservice, resigned his position with EveryWare Global, Inc. (the “Company”). | evry-20140421x8kxlefkowitz.htm |
| 2014-04-21 | 8-K | 2014-04-15 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On April 15, 2014, EveryWare Global, Inc. (the "Company") entered into a confidential separation agreement and general release (the “Volles Agreement”) with Jacqueline Volles in connection with her previously announced departure. | evry-20140415_8kvollessepa.htm |
| 2014-03-31 | 8-K | 2014-03-31 | 2.02 Results of Operations and Financial Condition | 2.02 The information, including Exhibit 99.1, furnished in this Current Report on Form 8-K is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. | evry-20140331x8kxearnings.htm |
| 2014-03-10 | 8-K | 2014-03-04 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 4, 2014, the Compensation Committee (the “Committee”) of the Board of Directors of EveryWare Global, Inc. (the “Company”) amended the EveryWare Short-Term Incentive Plan (the “STIP”). | evry-20140305x8kstipamend.htm |
| 2014-02-26 | 8-K | 2014-02-20 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 20, 2014, the Compensation Committee (the “Committee”) of the Board of Directors of EveryWare Global, Inc. (the “Company”) approved the EveryWare Short-Term Incentive Plan (the “STIP”). | evry-20140220x8kstip.htm |
| 2014-02-25 | 8-K | 2014-02-21 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 24, 2014, John K. Sheppard, Chief Executive Officer, President and a director of EveryWare Global, Inc. (the “Company”), left the Company effective immediately. | d682087d8k.htm |
| 2014-02-24 | 8-K | 2014-02-19 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 19, 2014, Jacqueline Gagnon-Volles, Chief Marketing Officer of EveryWare Global, Inc. (the "Company") departed from the Company. | evry-20140219x8kofficerdep.htm |
| 2014-01-29 | 8-K | 2014-01-23 | 2.05 Costs Associated with Exit or Disposal Activities | 2.05 On January 23, 2014, EveryWare Global Inc. committed to the closure of its regional office in Oneida, New York and a smaller satellite office in Melville, New York, as part of its ongoing integration of the Oneida business. | evry-20130127x8koneidaoffi.htm |
| 2013-11-04 | 8-K | 2013-10-30 | 2.02 Results of Operations and Financial Condition | 2.02 The information, including Exhibit 99.1, furnished in this Current Report on Form 8-K is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. | evry-20131030x8kxearnings.htm |
| 2013-10-09 | 8-K | 2013-10-07 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (b) EveryWare Global, Inc. (the "Company") announced two personnel changes. | evry-201310078kcao.htm |
| 2013-09-27 | 8-K | 2013-09-24 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d606051d8k.htm |
| 2013-09-13 | 8-K | 2013-09-12 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On September 12, 2013, the Company issued a press release announcing the Offering. | d597972d8k.htm |
| 2013-09-12 | 8-K | 2013-09-12 | 1.02 Termination of a Material Definitive Agreement; 8.01 Other Events | 1.02 In connection with the business combination with EveryWare Global, Inc. (the “Business Combination”), ROI Acquisition Corp., now known as EveryWare Global, Inc. (the “Company”), entered into a lockup agreement with the holders of equity in EveryWare Global, Inc. prior to its merger into a subsidiary of the Company (the “EveryWare Lock-Up Agreement”). 8.01 On September 12, 2013, the Company announced an underwritten public offering of 4,000,000 shares of the Company’s common stock by certain stockholders of the Company. | d596372d8k.htm |
| 2013-08-28 | 8-K | 2013-08-12 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On August 12, 2013, the Compensation Committee (the “Committee”) of the Board of Directors of EveryWare Global, Inc. (the “Company”) approved the EveryWare Short-Term Incentive Plan (the “STIP”), which is designed to motivate and reward senior management for driving key business strategies that meet or exceed the Company’s annual financial goals. | d590863d8k.htm |
| 2013-08-20 | 8-K | 2013-08-14 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On August 14, 2013, EveryWare Global, Inc., a Delaware corporation (the “Company”), entered into an Employment Agreement with John K. Sheppard, the Company’s Chief Executive Officer (the “Employment Agreement”). | d588261d8k.htm |
| 2013-08-01 | 8-K | 2013-08-01 | 2.02 Results of Operations and Financial Condition | 2.02 The information, including Exhibit 99.1, furnished in this Current Report on Form 8-K is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. | d577667d8k.htm |
| 2013-07-08 | 8-K | 2013-07-03 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On July 3, 2013, EveryWare Global, Inc., a Delaware corporation (the “Company”), received a letter from the Listing Qualifications Staff (the “Staff”) of The NASDAQ Stock Market LLC (“NASDAQ”) informing the Company that it had satisfied all requirements for initial listing on The NASDAQ Global Market and, effective with the open of business on July 8, 2013, the Company’s listing was transferred from The NASDAQ Capital Market to The NASDAQ Global Market. | d565568d8k.htm |
| 2013-06-18 | 8-K | 2013-06-18 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 An investor presentation that will be used by EveryWare Global, Inc. (the “Company”) in making presentations to certain existing and potential stockholders of the Company is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference. 8.01 A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and incorporated into this Item 8.01 by reference. | d557835d8k.htm |
| 2013-06-18 | 8-K | 2013-06-12 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On June 12, 2013, the Board of Directors (the “Board”) of EveryWare Global, Inc. (the “Company”), upon the recommendation of the Compensation Committee of the Board, approved the grant of non-qualified stock options to certain of its employees, including two executive officers, pursuant to the Company’s 2013 Omnibus Incentive Compensation Plan and the form of Stock Option Agreement pursuant to the EveryWare Global, Inc. 2013 Omnibus Incentive Compensation Plan. | d555586d8k.htm |
| 2013-05-28 | 8-K/A | 2013-05-21 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 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; 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 3.01 On May 22, 2013, the Company notified NASDAQ that it intends to voluntarily delist its outstanding warrants, which currently trade on NASDAQ under the symbol “EVRYW,” in order to have the warrants quoted on the OTC market. 3.02 On May 21, 2013, the Company issued 15,690,000 shares of common stock to the Former EveryWare stockholders as part of the consideration for the Business Combination pursuant to the Merger Agreement. 3.03 On May 21, 2013, the Company filed a Third Amended and Restated Certificate of Incorporation (the “Restated Certificate”) with the Secretary of State of the State of Delaware. 5.02 The disclosure set forth under “Item 2.01. 5.03 The information set forth above under “Item 3.03. 5.07 On May 21, 2013, ROI held a special meeting in lieu of the 2013 annual meeting of the stockholders (the “special meeting of stockholders”) of ROI to (i) consider and vote upon a proposal to approve and adopt the Merger Agreement and the transactions contemplated thereby, (ii) consider and vote on a proposal to approve the Third Amended and Restated Certificate of Incorporation, (iii) consider and vote upon a proposal to elect three nominees to the board of directors, (iv) consider and vote upon a proposal to approve and adopt the EveryWare Global, Inc. 2013 Omnibus Incentive Plan, and (v) consider and vote upon a proposal to adjourn the special meeting of stockholders, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Stockholder Special Meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote (the “Adjournment Proposal”). 8.01 On May 21, 2013, the Company issued a press release announcing the closing of the Business Combination. | d543336d8ka.htm |
| 2013-05-28 | 8-K | 2013-05-21 | 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; 2.02 Results of Operations and Financial Condition; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 4.01 Changes in Registrant's Certifying Accountant; 5.01 Changes in Control of Registrant; 5.06 Change in Shell Company Status | 1.01 Entry into a Material Definitive Agreement. 1.02 In connection with the closing, the Investment Management Trust Agreement, dated February 22, 2012, between ROI and Continental Stock Transfer & Trust Company, as trustee, was terminated. 2.01 The disclosure set forth under “Introductory Note” above is incorporated in this Item 2.01 by reference. 2.02 Reference is made to the disclosure set forth under Items 2.01 and 9.01 of this Current Report on Form 8-K concerning financial information of EveryWare, which is incorporated herein by reference. 2.03 The information set forth under “Item 1.01. 4.01 On May 21, 2013, in connection with the closing of the business combination, we engaged BDO USA, LLC, EveryWare’s independent accountant prior to the business combination, as our independent registered public accounting firm to audit the combined company’s financial statements. 5.01 The disclosure set forth under “Introductory Note,” “Item 1.01. 5.06 As a result of the Business Combination, which fulfilled the definition of an initial business combination as required by ROI’s Second Amended and Restated Certificate of Incorporation, the Company ceased to be a shell company as of the Closing Date. | d516622d8k.htm |
| 2013-05-24 | 8-K | 2013-05-23 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On May 23, 2013, EveryWare Global, Inc. (the “Company”) received a notification letter from The Nasdaq Stock Market (“Nasdaq”) stating that when the Company completed its initial business combination with EveryWare Global, Inc. on May 21, 2013, the Company failed to demonstrate compliance with all of the initial listing requirements for listing on the Nasdaq Global Market. | d544578d8k.htm |
| 2013-05-21 | 8-K | 2013-05-20 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 1.01 As previously announced, Clinton Magnolia Master Fund, Ltd., the sponsor of ROI Acquisition Corp. (now known as EveryWare Global, Inc.) (the “Company”) , and Clinton Spotlight Master Fund, L.P. (“Spotlight”), an affiliate of Clinton Magnolia Master Fund, Ltd. (the “Sponsor”), each entered into a Common Stock Purchase Agreement with the Company on May 20, 2013 for the purchase of 1,050,000 and 600,000 shares, respectively, of the Company’s common stock at a purchase price of $10.00 per share immediately prior to the closing of the Company’s proposed acquisition (the “Business Combination”) of EveryWare Global, Inc. (“Former EveryWare”). 3.02 The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. 8.01 On May 21, 2013, the Company issued a press release announcing the results of the special meeting in lieu of the 2013 annual meeting of stockholders and the special meeting of public warrantholders held today. | v345757_8k.htm |
| 2013-05-20 | 8-K | 2013-05-20 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 ROI Acquisition Corp. (the “Company”) issued a press release on May 20, 2013 announcing that the Company’s sponsor, Clinton Magnolia Master Fund, Ltd., and an affiliate of the Company’s sponsor, Clinton Spotlight Master Fund, L.P., will purchase an aggregate of 1.65 million shares of the Company’s common stock in connection with the Company’s proposed acquisition (the “Business Combination”) of EveryWare Global, Inc. (“EveryWare”). 8.01 The information in this Current Report on Form 8-K (including Exhibit 99.1) is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act. | v345659_8k.htm |
| 2013-05-09 | 8-K | 2013-05-08 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 On May 8, 2013, ROI Acquisition Corp. (the “Company”), entered into an Amendment No. 1 to the Business Combination Agreement and Plan of Merger (the “Amendment”) which Amendment amends the Business Combination Agreement and Plan of Merger (the “Merger Agreement”, and the transactions contemplated thereby, the “Business Combination”), dated as of January 31, 2013, by and among the Company, ROI Merger Sub Corp., ROI Merger Sub LLC, and EveryWare Global, Inc. (“EveryWare”). 8.01 On May 9, 2013, the Company filed with the SEC a Registration Statement on Form S-4 containing a preliminary proxy statement/prospectus, which is the same as the definitive proxy statement previously filed by the Company with the SEC on April 29, 2013, except that it has been revised to reflect the Amendment and the additional proposed amendments to the Warrant Agreement. | v344445_8k.htm |
| 2013-05-06 | 8-K | 2013-05-06 | 7.01 Regulation FD Disclosure | 7.01 On May 6, 2013, EveryWare Global, Inc. (“EveryWare”) issued a press release that is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. | v343889_8k.htm |
| 2013-05-03 | 8-K | 2013-05-02 | 7.01 Regulation FD Disclosure | 7.01 On May 2, 2013, ROI Acquisition Corp. (the “Company”), announced that it intends to enter into an Amendment (the “Amendment”) to the Business Combination Agreement and Plan of Merger (the “Merger Agreement”, and the transactions contemplated thereby, the “Business Combination”), dated as of January 31, 2013, by and among the Company, ROI Merger Sub Corp., ROI Merger Sub LLC and EveryWare Global, Inc. (“EveryWare”). | v343741_8k.htm |
| 2013-04-29 | 8-K | 2013-04-29 | 8.01 Other Events | 8.01 On April 29, 2013, ROI Acquisition Corp. (the “Company”) issued a press release announcing that it has set May 13, 2013 as the date for a special meeting in lieu of the 2013 annual meeting of its stockholders and the special meeting of its public warrantholders to consider and vote upon several proposals related to the prospective business combination (the “Business Combination”) in which the Company will acquire EveryWare Global, Inc. (“EveryWare”). | v342571_8k.htm |
| 2013-04-12 | 8-K | 2013-04-12 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference is an updated investor presentation that will be used by ROI Acquisition Corp. (the “Company”) in making presentations to certain existing and potential stockholders of the Company with respect to the proposed business combination (the “Business Combination”) in which the Company will acquire EveryWare Global, Inc. (“EveryWare”). 8.01 The information in this Current Report on Form 8-K (including Exhibit 99.1) is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act. | d520867d8k.htm |
| 2013-04-02 | 8-K | 2013-04-02 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 In connection with the proposed business combination (the “Business Combination”) in which ROI Acquisition Corp. (the “Company”) will acquire EveryWare Global, Inc. (“EveryWare”), the Company will be making presentations (“Investor Presentations”) to certain existing and potential stockholders of the Company. 8.01 The information in this Current Report on Form 8-K (including Exhibit 99.1) is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act. | v340102_8k.htm |
| 2013-03-28 | 8-K | 2013-03-28 | 8.01 Other Events | 8.01 On March 28, 2013, ROI Acquisition Corp. (the “Company”) issued a press release announcing that it has established a record date for the special meeting in lieu of the 2013 annual meeting of its stockholders and the special meeting of its public warrantholders to consider and vote upon several proposals related to the prospective business combination (the “Business Combination”) in which the Company will acquire EveryWare Global, Inc. (“EveryWare”). | v339749_8k.htm |
| 2013-03-05 | 8-K | 2013-03-01 | 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review | 4.02 On March 1, 2013, the audit committee of the board of directors of ROI Acquisition Corp. (the “Company”), a shell company formed as a vehicle to effect a business combination with one or more operating businesses, commonly referred to as a “special purpose acquisition company” or “SPAC”, concluded, in consultation with management and after discussion with Rothstein Kass, the Company’s independent registered public accounting firm, that the Company’s unaudited interim financial statements for the quarterly periods ended June 30, 2012 and September 30, 2012 (collectively, the “financial statements”) should no longer be relied upon because the Company accounted for its outstanding common stock purchase warrants (the “warrants”) as components of equity instead of as derivative liabilities. | v337051_8k.htm |
| 2013-02-28 | 8-K | 2013-02-28 | 7.01 Regulation FD Disclosure | 7.01 On February 28, 2013, EveryWare Global, Inc. (“EveryWare”) issued a press release that is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. | v336432_8k.htm |
| 2013-02-01 | 8-K | 2013-02-01 | 8.01 Other Events | 8.01 On February 1, 2013, ROI Acquisition Corp. (the “Company”) hosted a conference call at 8:30 a.m. | v333683_8k.htm |
| 2013-01-31 | 8-K | 2013-01-31 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure; 8.01 Other Events | 1.01 On January 31, 2013, ROI Acquisition Corp. (the “Company”), entered into a Business Combination Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, ROI Merger Sub Corp. (“Merger Sub Corp.”), ROI Merger Sub LLC (“Merger Sub LLC”), and EveryWare Global, Inc. (“EveryWare”), providing for the merger of Merger Sub Corp. with and into EveryWare, with EveryWare surviving the merger as a wholly-owned subsidiary of the Company, immediately followed by the merger of EveryWare with and into Merger Sub LLC, with Merger Sub LLC surviving the merger as a wholly-owned subsidiary of the Company. 3.02 The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. 7.01 Attached as Exhibit 99.l to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference is the investor presentation that will be used by the Company in making presentations to certain existing and potential stockholders of the Company with respect to the Business Combination. 8.01 On January 31, 2013, the Company issued a press release announcing the execution of the Merger Agreement with respect to the Business Combination. | v333373_8k.htm |
| 2012-04-17 | 8-K | 2012-04-16 | 8.01 Other Events | 8.01 Separate Trading of Common Stock and Warrants. | v309692_8k.htm |
| 2012-03-28 | 8-K | 2012-03-27 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 On March 27, 2012, the board of directors of ROI Acquisition Corp. (the “Company”) resolved to change the fiscal year end of the Company from March 31 to December 31, commencing with the 12 month period ending December 31, 2012. | v307619_8k.htm |
| 2012-03-06 | 8-K | 2012-02-29 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 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. 3.02 Incorporated by reference to the discussion in Item 1.01 above. 5.03 On February 27, 2012, the Company filed with the Secretary of State of the State of Delaware its Second Amended and Restated Certificate of Incorporation, a copy of which is attached hereto as Exhibit 3.1. | v304846_8k.htm |