PETSMART INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2015-03-11: Form 8-K; Period of report 2015-03-11; Description 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 2.01.
- 2015-03-11: Form 8-K; Period of report 2015-03-11; Description 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of 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.
- 2015-03-09: Form 8-K; Period of report 2015-03-06; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
- 2015-03-06: Form 8-K; Period of report 2015-03-06; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2015-03-11 | 8-K | 2015-03-11 | 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 | 2.01 On March 11, 2015 (the “Closing Date”), Parent completed the acquisition of the Company. 3.01 In connection with the closing of the Merger, the Company notified the NASDAQ Global Select Market (“NASDAQ”) on March 11 that the certificate of merger has been filed with the State of Delaware and that, at the effective time of the merger, each share of Common Stock (other than the excluded shares) was cancelled and converted into the right to receive $83.00 in cash. 3.03 The information set forth in the Introduction and under Item 2.01 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 Introduction and under Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 5.01 by reference. 5.02 In connection with the consummation of the Merger and as contemplated by the Merger Agreement (and not because of any disagreement with the Company), all of the directors of the Company resigned as directors of the Company at the effective time of the Merger. 5.03 At the effective time of the Merger, the certificate of incorporation of the Company, as in effect immediately prior to the Merger, was amended and restated to be in the form of the certificate of incorporation set forth as Exhibit A to the Merger Agreement (the “Amended and Restated Certificate of Incorporation”). | d887827d8k.htm |
| 2015-03-11 | 8-K | 2015-03-11 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of 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. 1.02 Concurrently with the consummation of the Merger, the Company terminated and repaid in full all amounts outstanding pursuant to (i) the Credit Agreement, dated March 23, 2012, among the Company, as lead borrower, the other borrowers named therein, the guarantors named therein, Wells Fargo Bank, National Association, as administrative agent, collateral agent and swingline lender and the other lenders named therein, as amended and (ii) the Letter of Credit Agreement, dated March 23, 2012, among the Company, as lead borrower, the other borrowers named therein, the guarantors named therein, Wells Fargo Bank, National Association, as letter of credit issuer, as amended. 2.03 Upon the consummation of the Merger, the Company, by operation of law, succeeded to all obligations of Merger Sub under the Senior Secured Credit Facilities and in connection with the Notes. | d887638d8k.htm |
| 2015-03-09 | 8-K | 2015-03-06 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 A special meeting (the “Special Meeting”) of the stockholders of PetSmart, Inc. (“PetSmart”) was convened at 1:00 p.m. local time on March 6, 2015. | d889532d8k.htm |
| 2015-03-06 | 8-K | 2015-03-06 | 8.01 Other Events | 8.01 On March 6, 2015, PetSmart, Inc. issued a press release entitled “PETSMART STOCKHOLDERS APPROVE ACQUISITION BY CONSORTIUM LED BY BC PARTNERS.” A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. | d885361d8k.htm |
| 2015-03-04 | 8-K | 2015-03-04 | 2.02 Results of Operations and Financial Condition | 2.02 On March 4, 2015, PetSmart, Inc. issued a press release announcing its results for the fourth quarter and fiscal year ended February 1, 2015, entitled “PETSMART ANNOUNCES FOURTH QUARTER AND FISCAL YEAR 2014 RESULTS.” A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. | d883977d8k.htm |
| 2015-02-12 | 8-K | 2015-02-12 | 7.01 Regulation FD Disclosure | 7.01 In connection with a senior notes offering by Argos Merger Sub Inc. (“Merger Sub”), PetSmart, Inc. (“PetSmart”) is disclosing under this Item 7.01 of this Current Report on Form 8-K the information included as Exhibit 99.1, which is being disclosed to prospective investors in a confidential preliminary offering memorandum dated February 12, 2015 (the “Preliminary Offering Memorandum”). | t1500344_8k.htm |
| 2015-02-09 | 8-K | 2015-02-09 | 2.02 Results of Operations and Financial Condition | 2.02 On February 9, 2015, PetSmart, Inc. issued a press release announcing preliminary comparable sales data for the fourth quarter of 2014, entitled "PETSMART ANNOUNCES SELECT PRELIMINARY FOURTH QUARTER RESULTS." A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. | t1500295_8k.htm |
| 2015-01-12 | 8-K | 2015-01-07 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 7, 2015, PetSmart, Inc. (the “Company”) entered into a retention bonus award letter (the “Retention Letter”) with Carrie W. Teffner, the Company’s Executive Vice President and Chief Financial Officer, pursuant to the terms of the previously disclosed Agreement and Plan of Merger (the “Merger Agreement”) with Argos Holdings Inc., a Delaware corporation, and Argos Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent. | t1500050_8k.htm |