Panera Bread Company Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2017-07-18: Form 8-K; Period of report 2017-07-18; 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; 8.01 Other Events; Details 1.02.
- 2017-07-12: Form 8-K; Period of report 2017-07-11; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
- 2017-07-11: Form 8-K; Period of report 2017-07-11; Description 8.01 Other Events; Details 8.01.
- 2017-07-07: Form 8-K; Period of report 2017-07-07; 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 |
|---|---|---|---|---|---|
| 2017-07-18 | 8-K | 2017-07-18 | 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; 8.01 Other Events | 1.02 In connection with the consummation of the Merger, the Company repaid all outstanding obligations in respect of principal, interest, and fees and, effective as of the Closing Date, terminated all applicable commitments under the Term Loan Agreement, dated as of June 11, 2014 (as amended, restated, modified, or supplemented from time to time, the “2014 Term Loan Agreement”), among the Company, the lenders named therein, and Bank of America, (b) the Term Loan Agreement, dated as of July 16, 2015 (as amended, restated, modified, or supplemented from time to time, the “2015 Term Loan Agreement”), among the Company, the lenders named therein, and Bank of America, (c) the Term Loan Agreement, dated as of February 1, 2017 (as amended, restated, modified, or supplemented from time to time, the “2017 Term Loan Agreement” and collectively the 2014 Term Loan Agreement, the 2015 Term Loan Agreement and the 2017 Term Loan Agreement, the “Term Loan Agreements”), among the Company, the lenders named therein, and Bank of America and (d) the Credit Agreement, dated as of July 16, 2015 (as amended, restated, modified, or supplemented from time to time, the “Credit Agreement”), among the Company, the lenders named therein, and Bank of America. 2.01 The information set forth in the section above entitled “Introductory Note” is incorporated herein by reference. 3.01 In connection with the closing of the Merger, the Company (i) notified the NASDAQ Stock Market (“NASDAQ”) on the Closing Date of the consummation of the Merger and (ii) requested that NASDAQ file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Class A Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 3.03 The information set forth in the section above entitled “Introductory Note” and under Items 2.01 and 5.01 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 section above entitled “Introductory Note” and under Item 2.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.01. 5.02 In connection with the Merger, effective as of the Effective Time, Larry J. Franklin, Diane Hessan, William W. Moreton, Fred K. Foulkes, D.B.A., Ronald M. Shaich, Mark Stoever, Domenic Colasacco, Thomas E. Lynch, and James D. White, constituting all of the members of the board of directors of Panera (the “Board”) as of immediately prior to the Effective Time, resigned from their roles as directors of Panera. 5.03 At the Effective Time of the Merger, the Company’s certificate of incorporation and by-laws were amended and restated in their entirety. 8.01 On the Closing Date, the Company and JAB Holding Company issued a joint press release announcing the closing of the Merger. | d425559d8k.htm |
| 2017-07-12 | 8-K | 2017-07-11 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On July 11, 2017, Panera Bread Company, a Delaware corporation (the “Company” or “Panera”), held a special meeting of stockholders (the “Special Meeting”) to consider certain proposals related to the Agreement and Plan of Merger (the “Merger Agreement”), dated April 4, 2017, among the Company, Rye Parent Corp., a Delaware corporation (“Parent”), Rye Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and JAB Holdings B.V., a private limited liability company incorporated under the laws of the Netherlands. | d406947d8k.htm |
| 2017-07-11 | 8-K | 2017-07-11 | 8.01 Other Events | 8.01 On July 11, 2017, Panera Bread Company (the “Company”) issued a press release regarding stockholder approval of the Agreement and Plan of Merger, dated April 4, 2017, among the Company, Rye Parent Corp., a Delaware corporation, Rye Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Rye Parent Corp., and JAB Holdings B.V., a private limited liability company incorporated under the laws of the Netherlands. | d413765d8k.htm |
| 2017-07-07 | 8-K | 2017-07-07 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 As disclosed in the definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission by Panera Bread Company, a Delaware corporation (the “Company” or “Panera”), on June 1, 2017 relating to the transactions contemplated by the Agreement and Plan of Merger, dated as of April 4, 2017, by and among the Company, JAB Holdings B.V., a private limited liability company incorporated under the laws of the Netherlands (“JAB”), Rye Parent Corp., a Delaware corporation and affiliate of JAB (“Parent”) and Rye Merger Sub, Inc., a Delaware corporation and direct wholly-owned subsidiary of Parent (“Merger Sub”), JAB and Panera agreed that Panera is permitted to grant special purpose awards to Panera employees, including executive officers. | d390349d8k.htm |
| 2017-06-16 | 8-K | 2017-06-07 | 8.01 Other Events | 8.01 As previously disclosed, on April 4, 2017, Panera Bread Company, a Delaware corporation (the “Company” or “Panera”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Rye Parent Corp., a Delaware corporation (“Parent”), Rye Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and JAB Holdings B.V., a private limited liability company incorporated under the laws of the Netherlands (”JAB”), providing for the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. | d402025d8k.htm |
| 2017-06-07 | 8-K | 2017-06-02 | 8.01 Other Events | 8.01 As previously disclosed, on April 4, 2017, Panera Bread Company, a Delaware corporation (the “Company” or “Panera”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Rye Parent, Corp., a Delaware corporation (“Parent”), Rye Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and JAB Holdings B.V., a private limited liability company incorporated under the laws of the Netherlands (”JAB”), providing for the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. | d404280d8k.htm |
| 2017-05-23 | 8-K | 2017-05-22 | 8.01 Other Events | 8.01 On May 22, 2017, Panera Bread Company, a Delaware corporation (the “Company” or “Panera”), announced that it has established a record date of May 22, 2017, for a special meeting of stockholders of the Company to be held on July 11, 2017. | d393765d8k.htm |
| 2017-04-25 | 8-K | 2017-04-25 | 2.02 Results of Operations and Financial Condition | 2.02 Attached as Exhibit 99.1, and incorporated herein by reference, is a copy of the press release of Panera Bread Company (the “Company”) dated April 25, 2017 announcing the Company's financial results for the fiscal first quarter ended March 28, 2017. | a201703288k.htm |
| 2017-04-11 | 8-K/A | 2017-04-04 | 9.01 Financial Statements and Exhibits | 9.01 (d) The following exhibits are filed with this report. | d360317d8ka.htm |
| 2017-04-05 | 8-K | 2017-04-04 | 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 April 4, 2017, in connection with the Merger, the Company entered into a Non-Competition Agreement with Mr. Shaich (the “Non-Competition Agreement”). | d372856d8k.htm |
| 2017-04-05 | 8-K | 2017-04-04 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 5.03 On April 4, 2017, the board of directors of Panera Bread Company, a Delaware corporation (the “Company” or “Panera”), amended, effective immediately, the Company’s Third Amended and Restated By-laws (the “By-laws”) to add Article VII, which provides that, unless the Company consents in writing to the selection of an alternative forum, the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Company, (b) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee or agent of the Company to the Company or the Company’s shareholders or debtholders, (c) any action or proceeding asserting a claim against the Company or any director, officer or other employee or agent of the Company arising pursuant to any provision of the General Corporation Law of the State of Delaware or the Amended and Restated Certificate of Incorporation of the Company or the By-laws (in each case, as they may be amended from time to time), or (d) any action asserting a claim against the Company or any director, officer or other employee or agent of the Company governed by the internal affairs doctrine or other “internal corporate claim” as defined in Section 115 of the General Corporation Law of the State of Delaware, will be a state court located within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware). 8.01 On April 5, 2017, Panera and JAB Holdings B.V. (“JAB”), a private limited liability company incorporated under the laws of the Netherlands, issued a joint press release announcing their entry into a definitive merger agreement. | d373350d8k.htm |
| 2017-03-06 | 8-K | 2017-03-06 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (i) On March 1, 2017, in connection with the recent appointment of Blaine Hurst as President of Panera Bread Company (the “Company”), the Board of Directors of the Company (the “Board”) and the Compensation and Management Development Committee of the Board (the “Compensation Committee”) approved an increase in Mr. Hurst’s annual base salary from $573,800 to $750,000, retroactive to December 28, 2016, the first day of the fiscal year ending December 26, 2017. | a201703068k.htm |
| 2017-02-07 | 8-K | 2017-02-01 | 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 Entry into a Material Definitive Agreement. 2.03 The information in “Item 1.01. | d331727d8k.htm |
| 2017-02-07 | 8-K | 2017-02-07 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 Attached as Exhibit 99.1, and incorporated herein by reference, is a copy of the press release of Panera Bread Company (the “Company”) dated February 7, 2017 announcing the Company's financial results for the fiscal fourth quarter and fiscal year ended December 27, 2016 ("fiscal 2016") and describing the Company's earnings targets for the fiscal year ending December 26, 2017 ("fiscal 2017"). 7.01 The Company will host a conference call that will be broadcast on the Internet at 8:30 A.M. Eastern Time on Wednesday, February 8, 2017 to discuss the Company's financial results for the fourth quarter and full year of fiscal 2016 and earnings targets and business outlook for the full year of fiscal 2017. | a201612278k.htm |