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JARDEN CORP Form 8-K: Current report, 2015

JARDEN CORP Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2015-12-17: Form 8-K; Period of report 2015-12-13; 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.
  • 2015-12-15: Form 8-K; Period of report 2015-12-13; Description 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure; Details 1.01.
  • 2015-12-14: Form 8-K; Period of report 2015-12-13; Description 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure; 8.01 Other Events; Details 5.03.
  • 2015-11-20: Form 8-K; Period of report 2015-11-19; Description 7.01 Regulation FD Disclosure; Details 7.01.
FiledFormPeriod of reportDescriptionDetailsDocument
2015-12-178-K2015-12-131.01 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 Officers1.01 Entry into a Material Definitive Agreement.
5.02 In connection with the automatic extension of the employment periods of Martin E. Franklin, the Executive Chairman of Jarden Corporation, a Delaware corporation (the “Company”), Ian G.H. Ashken, the Vice Chairman and President of the Company, and James E. Lillie, the Chief Executive Officer of the Company, pursuant to the terms of their respective existing amended and restated employment agreements, each as amended, the Company, as of December 13, 2015, entered into technical amendments to the schedules to the employment agreements (the “Schedule Amendments”) for each of Messrs.
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2015-12-158-K2015-12-131.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure1.01 Entry into a Material Definitive Agreement.
7.01 On December 14, 2015, Jarden and Newell held an investor conference call regarding the Combination.
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2015-12-148-K2015-12-135.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure; 8.01 Other Events5.03 On December 13, 2015, the Board of Directors (the “Board”) of Jarden Corporation, a Delaware corporation (the “Company” or “Jarden”) adopted a forum selection provision which is contained in an amendment (the “Amendment”) to the Company’s Third Amended and Restated Bylaws (“Bylaws”).
7.01 A copy of the joint press release referenced below is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
8.01 On December 14, 2015, the Company and Newell Rubbermaid Inc., a Delaware corporation (“Newell Rubbermaid” or “Newell”) issued a joint press release announcing that they had entered into an Agreement and Plan of Merger, dated as of December 13, 2015, by and among Newell, the Company, NCPF Acquisition Corp. I, a Delaware corporation and a wholly-owned subsidiary of Newell (“Newell Merger Sub”), and NCPF Acquisition Corp. II, a Delaware corporation and a wholly-owned subsidiary of Newell (“Successor Merger Sub”), pursuant to which Newell will combine with the Company in a series of merger transactions (the “Combination”).
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2015-11-208-K2015-11-197.01 Regulation FD Disclosure7.01 James E. Lillie, Chief Executive Officer of Jarden Corporation (“Jarden” or the “Company”), spoke at a CAGNY sponsored lunch on November 19, 2015, at which Mr. Lillie reaffirmed the Company’s previously disclosed fiscal 2015 and 2016 adjusted earnings per share guidance.d215039d8k.htm
2015-11-028-K2015-10-301.01 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 Registrant1.01 Entry into a Material Definitive Agreement.
2.01 On November 2, 2015, the Company completed the previously announced acquisition (the “Acquisition”) of Visant Holding Corp., a Delaware Corporation (“Visant”), pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), by and among VHC Merger Sub, Inc., a wholly-owned subsidiary of the Company (“Merger Sub”), Visant, and the stockholder representatives named therein.
2.03 Please see the discussion under the headings “Credit Agreement Amendment” and “Senior Notes Closing” in “Item 1.01 Entry into a Material Definitive Agreement” of this Current Report on Form 8-K, which discussion is incorporated herein by reference.
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2015-10-298-K2015-10-292.02 Results of Operations and Financial Condition2.02 On October 29, 2015, we issued a press release announcing our financial results for the three and nine months ended September 30, 2015.d31389d8k.htm
2015-10-238-K2015-10-211.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.d83111d8k.htm
2015-10-198-K2015-10-151.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.d27918d8k.htm
2015-10-148-K2015-10-131.01 Entry into a Material Definitive Agreement; 2.02 Results of Operations and Financial Condition1.01 Entry into a Material Definitive Agreement.
2.02 On October 14, 2015, the Company issued a press release announcing the Company’s preliminary financial results for the quarter ended September 30, 2015.
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2015-07-318-K2015-07-301.01 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 Registrant1.01 Entry into a Material Definitive Agreement.
2.01 On July 31, 2015, the Company completed the previously announced acquisition (the “Acquisition”) of Waddington Group, Inc., a Delaware corporation (“Waddington”), pursuant to an Agreement and Plan of Merger, dated as of July 11, 2015 (the “Merger Agreement”) by and among TWG Merger Sub, Inc., a wholly-owned subsidiary of the Company (“Merger Sub”), Waddington, and Olympus Growth Fund V, L.P., solely in its capacity as the representative of the equityholders of Waddington.
2.03 Please see the discussion in “Item 1.01 Entry into a Material Definitive Agreement” of this Current Report on Form 8-K, which discussion is incorporated herein by reference.
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2015-07-298-K2015-07-292.02 Results of Operations and Financial Condition2.02 On July 29, 2015, we issued a press release announcing our financial results for the three and six months ended June 30, 2015.d38647d8k.htm
2015-07-208-K2015-07-161.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.d46217d8k.htm
2015-07-168-K2015-07-162.02 Results of Operations and Financial Condition2.02 On July 16, 2015, we issued a press release announcing our preliminary financial results for the quarter ended June 30, 2015.d52856d8k.htm
2015-07-158-K2015-07-111.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.d71151d8k.htm
2015-06-098-K2015-06-045.02 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 Holders5.02 Effective June 4, 2015, Messrs.
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal year.
5.07 On June 4, 2015, the Company held its Annual Meeting.
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2015-04-238-K2015-04-232.02 Results of Operations and Financial Condition2.02 On April 23, 2015, we issued a press release announcing our financial results for the quarter ended March 31, 2015.d913648d8k.htm
2015-02-128-K2015-02-122.02 Results of Operations and Financial Condition2.02 On February 12, 2015, we issued a press release announcing our financial results for the quarter and year ended December 31, 2014.d867083d8k.htm
2015-01-058-K2015-01-021.01 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 Officers1.01 Entry into a Material Definitive Agreement.
5.02 On January 2, 2015, each of Messrs.
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