PANTRY INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2015-03-16: Form 8-K; Period of report 2015-03-16; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 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.
- 2015-03-13: Form 8-K; Period of report 2015-03-13; Description 8.01 Other Events; Details 8.01.
- 2015-03-10: Form 8-K; Period of report 2015-03-10; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
- 2015-02-26: Form 8-K; Period of report 2015-02-26; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2015-03-16 | 8-K | 2015-03-16 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 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 16, 2015, in connection with the consummation of the Merger (as described above and under Item 2.01), the following previously disclosed material definitive agreements were terminated: (i) the Fourth Amended and Restated Credit Agreement, dated as of August 3, 2012, among the Company, certain of its domestic subsidiaries as guarantors (the “Subsidiary Guarantors”), Wells Fargo Bank, National Association, as administrative agent (the “Administrative Agent”), and the several banks and financial institutions signatory thereto as lenders, as amended, (ii) the Fourth Amended and Restated Pledge Agreement dated as of August 3, 2012 by and among the Company, the Subsidiary Guarantors and the Administrative Agent and (iii) the Fourth Amended and Restated Security Agreement dated as of August 3, 2012 by and among the Company, the Subsidiary Guarantors and the Administrative Agent. 2.01 The Merger was completed pursuant to the Merger Agreement on March 16, 2015. 2.04 Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. 3.01 The information set forth in Item 2.01, above, of this Current Report on Form 8-K is incorporated by reference into this Item 3.01. 3.03 The information set forth in Items 2.01, 2.04 and 3.01, above, and Item 5.01, below of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. 5.01 The information set forth in Items 2.01, 3.01 and 3.03, above, and Items 5.02 and 5.03, below of this Current Report on Form 8-K is incorporated herein by reference. 5.02 In connection with the Merger and as contemplated by the Merger Agreement, each member of the Company’s board of directors prior to the Merger voluntarily resigned from the Company’s board of directors effective as of the Effective Time. | d891428d8k.htm |
| 2015-03-13 | 8-K | 2015-03-13 | 8.01 Other Events | 8.01 On March 13, 2015, The Pantry, Inc. (the “Company”) issued a press release announcing the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, applicable to the proposed merger between the Company and a U.S. subsidiary of Alimentation Couche-Tard Inc. The press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference. | a03-13x2015form8xk.htm |
| 2015-03-10 | 8-K | 2015-03-10 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 On March 10, 2015, The Pantry, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting” ) to consider certain proposals related to the Agreement and Plan of Merger, dated as of December 18, 2014 (the “Merger Agreement”), by and among the Company, CT-US Acquisition Corp. (“Merger Sub”) and Couche-Tard U.S. Inc. (“Parent”), which provides, subject to the satisfaction or waiver of the conditions set forth therein, that Merger Sub will be merged with and into the Company (the “Merger”), with the Company continuing as the surviving company and a wholly owned subsidiary of Parent. 8.01 On March 10, 2015, the Company issued a press release regarding stockholder approval of the Merger and certain related matters. | a03-10x2015form8xk.htm |
| 2015-02-26 | 8-K | 2015-02-26 | 8.01 Other Events | 8.01 On February 26, 2015, The Pantry, Inc. (the “Company”) issued a press release announcing that the two leading independent proxy advisory firms - Institutional Shareholder Services Inc. and Glass Lewis & Co. - have recommended that stockholders of the Company vote “FOR” the agreement and plan of merger with a U.S. subsidiary of Alimentation Couche-Tard Inc. at the Company’s special meeting of stockholders scheduled for March 10, 2015. | a02-26x2015form8xk.htm |
| 2015-02-06 | 8-K | 2015-02-06 | 8.01 Other Events | 8.01 On February 6, 2015, The Pantry, Inc. issued a press release announcing that it has scheduled a special meeting of The Pantry stockholders for March 10, 2015 to consider and vote upon the previously announced proposed merger with a U.S. subsidiary of Alimentation Couche-Tard Inc. The press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference. | a02-06x2015form8xk.htm |
| 2015-01-29 | 8-K | 2015-01-29 | 2.02 Results of Operations and Financial Condition | 2.02 On January 29, 2015, The Pantry, Inc. issued a press release announcing, among other things, the results for its first fiscal quarter ended December 25, 2014. | a12252014-form8xk.htm |