NUTRI SYSTEM INC /DE/ Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2019-03-08: Form 8-K; Period of report 2019-03-07; 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; Details 1.02.
- 2019-03-05: Form 8-K; Period of report 2019-03-05; Description 5.07 Submission of Matters to a Vote of Security Holders.
- 2019-02-22: Form 8-K; Period of report 2019-02-22; Description 8.01 Other Events; Details 8.01.
- 2019-02-19: Form 8-K; Period of report 2019-02-19; Description 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure; Details 2.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2019-03-08 | 8-K | 2019-03-07 | 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 | 1.02 On March 8, 2019 (the “Closing Date”), in connection with the completion of the acquisition of Nutrisystem, Inc., a Delaware corporation (“Nutrisystem”), by Tivity Health, Inc., a Delaware corporation (“Tivity Health”), Nutrisystem paid in full all amounts owing under the Amended and Restated Credit Agreement, dated November 6, 2015, among Nutrisystem, as Borrower, Manufacturers and Traders Trust Company, as the Administrative Agent, Swing Line Lender, L/C Issuer and a Lender, and other Lenders (the “Credit Agreement”). 2.01 On the Closing Date, Tivity Health completed its acquisition of Nutrisystem. 3.01 On the Closing Date, in connection with the completion of the Merger, Nutrisystem notified the Nasdaq Stock Market, LLC (“Nasdaq”) that the Merger had been completed and requested that trading of the Nutrisystem Shares on Nasdaq be suspended as of the close of trading on March 8, 2019. 3.03 The information set forth in Items 2.01, 3.01 and 5.03 is incorporated herein by reference. 5.01 At the Effective Time, as a result of the Merger, a change in control of Nutrisystem occurred and Nutrisystem is now a wholly owned subsidiary of Tivity Health. 5.02 Immediately following the Effective Time, pursuant to the terms of the Merger Agreement, Michael J. Hagan, Robert F. Bernstock, Jay Herratti, Brian P. Tierney, Patricia Han, Dawn M. Zier, Paul Guyardo, Michael D. Mangan, Andrea Weiss, and Benjamin A. Kirshner ceased to be directors of Nutrisystem and Adam Holland and Mary Flipse became directors of Nutrisystem. 5.03 At the Effective Time and in accordance with the Merger Agreement, the Certificate of Incorporation of Nutrisystem, as amended from time to time, was amended and restated as set forth in the Amended and Restated Certificate of Incorporation filed as Exhibit 3.1 hereto and is incorporated herein by reference. | d718101d8k.htm |
| 2019-03-05 | 8-K | 2019-03-05 | 5.07 Submission of Matters to a Vote of Security Holders | ntri-8k_20190305.htm | |
| 2019-02-22 | 8-K | 2019-02-22 | 8.01 Other Events | 8.01 As described in greater detail in the Litigation Relating to the Merger section of the definitive proxy statement of Nutrisystem, Inc. (“Nutrisystem”) filed with the Securities and Exchange Commission (the “SEC”) on February 4, 2019 and first mailed to Nutrisystem shareholders on or about February 4, 2019 (the “Proxy Statement”), a complaint captioned Klein v. | dp102586_8k.htm |
| 2019-02-19 | 8-K | 2019-02-19 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On February 19, 2019, Nutrisystem, Inc. (the "Company" or "Nutrisystem") issued a press release announcing its financial results for the quarter and year ended December 31, 2018. 7.01 On February 19, 2019, Nutrisystem issued a press release announcing its financial results for the quarter and year ended December 31, 2018. | ntri-8k_20190219.htm |
| 2019-01-29 | 8-K | 2019-01-28 | 2.02 Results of Operations and Financial Condition | 2.02 As previously announced, on December 9, 2018, Nutrisystem, Inc. (“Nutrisystem”) entered into an agreement and plan of merger (the “Merger Agreement”) with Tivity Health, Inc. (“Tivity Health”). | dp101338_8k.htm |
| 2019-01-23 | 8-K | 2019-01-22 | 8.01 Other Events | 8.01 As of 11:59 p.m., New York City time, on January 22, 2019, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) applicable to the pending acquisition of Nutrisystem, Inc. (“Nutrisystem”) by Tivity Health, Inc. (“Tivity Health”) (the “Merger”) expired. | dp101120_8k.htm |