RDA HOLDING CO. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2013-02-19: Form 8-K; Period of report 2013-02-19; Description 1.01 Entry into a Material Definitive Agreement; 1.03 Bankruptcy or Receivership; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure; 8.01 Other Events; Details 1.01.
- 2012-11-19: Form 8-K; Period of report 2012-11-19; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2012-11-15: Form 8-K; Period of report 2012-11-09; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
- 2012-11-07: Form 8-K; Period of report 2012-11-01; 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 |
|---|---|---|---|---|---|
| 2013-02-19 | 8-K | 2013-02-19 | 1.01 Entry into a Material Definitive Agreement; 1.03 Bankruptcy or Receivership; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 1.03 Commencing on February 17, 2013 and continuing immediately thereafter, RDA Holding Co. (the “Company”) and its United States subsidiaries, including The Reader’s Digest Association, Inc. (collectively, the “Debtors”), filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Court”) (Lead Ch. 11 Case No. 13-22233) (the “Chapter 11 Cases”). 2.04 • Indenture governing the Floating Rate Senior Secured Notes due 2017 (the “Notes”), dated as of February 11, 2010, by and among, the Company, The Reader’s Digest Association, Inc., the subsidiary guarantors named therein, Wells Fargo Bank, National Association, as trustee, and Wilmington Trust FSB, as collateral agent (as amended or supplemented, the “Indenture”). 5.02 Mr. Ryan Schaper, who has served as a director of RDA Holding Co. and as a director of The Reader’s Digest Association, Inc. (“RDA”) since April 2011, resigned from each board of directors effective February 17, 2013. 7.01 Additional information on the Chapter 11 Cases, including access to documents filed with the Court and other general information about the Chapter 11 Cases is available at http://www.RDArestructures.com. 8.01 In connection with the filing of the Chapter 11 Cases, the Company intends to file a Form 15 immediately after the filing of this Current Report on Form 8-K with the Securities and Exchange Commission (“SEC”) to notify the public of the suspension of the Company’s SEC reporting obligations. | a1032048-krebankruptcy.htm |
| 2012-11-19 | 8-K | 2012-11-19 | 2.02 Results of Operations and Financial Condition | 2.02 On November 19, 2012, RDA Holding Co. (the “Company”) issued a press release announcing the financial results of the Company for the quarter ended September 30, 2012. | a8kre3q12.htm |
| 2012-11-15 | 8-K | 2012-11-09 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | a1018-kreamendmenttowfcred.htm |
| 2012-11-07 | 8-K | 2012-11-01 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On November 1, 2012, Dawn Zier, Executive Vice President and President, International, tendered her resignation from RDA Holding Co. and The Reader’s Digest Association, Inc. to pursue other endeavors. | a8kredawnzier.htm |
| 2012-08-23 | 8-K | 2012-08-23 | 8.01 Other Events | 8.01 As previously disclosed, we have been involved in consent negotiations with the Federal Trade Commission ("FTC") following a Civil Investigative Demand it issued in April 2010, regarding the marketing of the Ab Circle Pro fitness product, to Direct Entertainment Media Group, Inc. ("DEMG"), a subsidiary of The Reader's Digest Association, Inc. (“RDA”), as well as certain third parties involved in the manufacture and promotion of the product. | a8018-kreftcxfinal.htm |
| 2012-08-22 | 8-K | 2012-08-17 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 a)On August 17, 2012, RDA Holding Co. (“the Company”) dismissed its independent registered public accounting firm, Ernst & Young LLP (“E&Y”). | a4018krechanginauditors821.htm |
| 2012-08-15 | 8-K | 2012-08-15 | 7.01 Regulation FD Disclosure | 7.01 On August 15, 2012, RDA Holding Co. posted a slide presentation containing information regarding expected changes to EBITDA performance in the second half of 2012 versus the second half of 2011, which the Company believes will be helpful to investors. | a7018kreyoyebitda.htm |
| 2012-08-08 | 8-K | 2012-08-03 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On August 8, 2012, RDA Holding Co. (the “Company”) issued a press release announcing the financial results of the Company for the quarter ended June 30, 2012. 8.01 Effective August 3, 2012, Dan Lagani, Executive Vice President and President, North America, is leaving the Company to pursue other endeavors. | a2028-kreearnings.htm |
| 2012-07-02 | 8-K | 2012-07-02 | 2.01 Completion of Acquisition or Disposition of Assets; 7.01 Regulation FD Disclosure | 2.01 On July 2, 2012, RDA Holding Co. (“Holdings”) and The Reader’s Digest Association, Inc. (“RDA”, together with Holdings, the “Company”) issued a press release announcing that the Company had completed the sale of 100% of the outstanding stock of its Direct Holdings U.S. Corp. and Saguaro Road Records, Inc. subsidiaries, and certain assets of Direct Entertainment Media Group, Inc. (collectively, the “LED Business”) to Mosaic Media Investment Partners LLC. 7.01 The Company issued a press release on July 2, 2012 regarding the matters described in Item 2.01 of this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. | a8k-xledsale1.htm |
| 2012-06-18 | 8-K | 2012-06-14 | 7.01 Regulation FD Disclosure | 7.01 On June 15, 2012, The Reader's Digest Association, Inc. (“RDA”), a wholly owned subsidiary of RDA Holding Co., completed its cash tender offer to purchase up to $60,660,000 of its Floating Rate Senior Secured Notes due 2017 (the “Notes”), using proceeds from the sale of its Allrecipes.com business, at a purchase price of 95% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of purchase. | a8kretenderoffercompletion.htm |
| 2012-05-25 | 8-K | 2012-05-22 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 (a) RDA Holding Co. held its Annual Meeting of Stockholders on May 22, 2012. | a12-13148_18k.htm |
| 2012-05-17 | 8-K | 2012-05-17 | 7.01 Regulation FD Disclosure | 7.01 On May 17, 2012, The Reader’s Digest Association, Inc. (“RDA”), a wholly owned subsidiary of RDA Holding Co., issued a press release announcing that it commenced a cash tender offer to purchase up to $60,660,000 of its Floating Rate Senior Secured Notes due 2017 (the “Notes”), using proceeds from the sale of its Allrecipes.com business, at a purchase price of 95% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of purchase. | a12-12453_18k.htm |
| 2012-05-11 | 8-K | 2012-05-10 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | a12-12047_18k.htm |
| 2012-05-08 | 8-K | 2012-05-08 | 2.02 Results of Operations and Financial Condition | 2.02 On May 8, 2012, RDA Holding Co. (the “Company”) issued a press release announcing the financial results of the Company for the quarter ended March 31, 2012. | a12-11627_18k.htm |
| 2012-04-03 | 8-K | 2012-03-30 | 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 On March 30, 2012, The Reader’s Digest Association, Inc. (“RDA”) and RDA Holding Co. (“Holdings,” and together with RDA, the “Company”) entered into a credit and guarantee agreement (the “Credit Agreement”) with Wells Fargo Bank, National Association, as administrative agent; the Guarantors (defined therein), Wells Fargo Principal Lending, LLC as issuing lender, and the lenders thereunder, providing the Company with a $50.0 million secured term loan (the “Term Loan Facility) and an $11.0 million letter of credit facility (the “Letter of Credit Facility” and together with the Term Loan Facility, the “Secured Credit Facility”). | a12-8966_18k.htm |
| 2012-03-22 | 8-K | 2012-03-22 | 2.02 Results of Operations and Financial Condition | 2.02 On March 22, 2012, RDA Holding Co. (the “Company”) issued a press release announcing the financial results of the Company for the quarter and fiscal year ended December 31, 2011. | a12-7757_18k.htm |
| 2012-03-01 | 8-K | 2012-02-29 | 8.01 Other Events | 8.01 On February 29, 2012, RDA Holding Co. (“Holdings”) and The Reader’s Digest Association, Inc. (“RDA”, together with Holdings, the “Company”), completed the previously announced sale of the Company’s Allrecipes.com business to Meredith Corporation (“Meredith”), pursuant to the Stock Purchase Agreement (the “Agreement”) dated as of January 23, 2012. | a12-6272_18k.htm |
| 2012-01-25 | 8-K | 2012-01-23 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On January 24, 2012, RDA and Meredith issued a joint press release announcing the execution of the Purchase Agreement. | a12-3347_18k.htm |
| 2012-01-12 | 8-K | 2012-01-09 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 The Reader’s Digest Association, Inc. (“RDA”) and RDA Holding Co. (“Holdings,” together with RDA, the “Company”) entered into an employment agreement (the “Agreement”) with Robert Guth, President and Chief Executive Officer of the Company on January 9, 2012 (the “Effective Date”). | a12-2393_18k.htm |
| 2011-11-10 | 8-K | 2011-11-10 | 2.02 Results of Operations and Financial Condition | 2.02 On November 10, 2011, RDA Holding Co. (the “Company”) issued a press release announcing the financial results of the Company for the quarter ended September 30, 2011. | a11-25588_38k.htm |
| 2011-09-14 | 8-K | 2011-09-08 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Mr. Heath Freeman, who has served as a director of RDA Holding Co. (the “Company”) and as a director of The Reader’s Digest Association, Inc. (“RDA”) since April 2011, informed the Company on September 8, 2011 of his intention to resign from each board of directors (“the Board”) effective immediately. | a11-26436_18k.htm |
| 2011-08-18 | 8-K | 2011-08-12 | 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 On August 12, 2011, The Reader’s Digest Association, Inc. (“RDA”) and RDA Holding Co. (“Holdings,” and together with RDA, the “Company”) entered into a term loan and guarantee agreement with Luxor Capital Group, as administrative agent; the Guarantors (defined therein); and the lenders thereunder, consisting of funds affiliated with Luxor Capital Group and Point Lobos Capital, who are shareholders of the Company’s common stock, providing the Company with a $45.0 secured term loan (the “Secured Term Loan”). | a11-24623_18k.htm |
| 2011-08-15 | 8-K | 2011-08-15 | 2.02 Results of Operations and Financial Condition | 2.02 On August 15, 2011, RDA Holding Co. (the “Company”) issued a press release announcing the financial results of the Company for the quarter ended June 30, 2011. | a11-24426_18k.htm |
| 2011-07-26 | 8-K | 2011-07-20 | 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 The Reader’s Digest Association, Inc. (“RDA”) and RDA Holding Co. (“Holdings,” together with RDA, the “Company”) entered into an employment agreement (the “Agreement”) with Thomas Williams, President and Chief Executive Officer of the Company on July 20, 2011 (the “Effective Date”). | a11-22241_18k.htm |
| 2011-06-24 | 8-K | 2011-06-22 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Mr. Bryan Berndt was appointed to serve as Vice President and Controller of The Reader’s Digest Association, Inc. (“RDA”) and RDA Holding Co. (“Holdings,” together with RDA, the “Company”) effective June 22, 2011. | a11-15507_18k.htm |
| 2011-06-13 | 8-K | 2011-06-09 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On June 9, 2011, RDA Holding Co. (“Holdings”) and The Reader’s Digest Association, Inc. (“RDA”, together with Holdings, the “Company”) announced that Suzanne Grimes, President, Lifestyle Communities RDA, will leave the Company to pursue other endeavors effective June 10, 2011. | a11-14822_18k.htm |
| 2011-05-25 | 8-K | 2011-05-19 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On May 19, 2011, RDA Holding Co. (“Holdings”) and The Reader’s Digest Association, Inc. (“RDA”, together with Holdings, the “Company”) announced the appointment of Mr. Paul Tomkins as Executive Vice President and Chief Financial Officer of Holdings and RDA, effective May 23, 2011. | a11-13046_18k.htm |
| 2011-05-16 | 8-K | 2011-05-16 | 2.02 Results of Operations and Financial Condition | 2.02 On May 16, 2011, RDA Holding Co. (the “Company”) issued a press release announcing the financial results of the Company for the first three months ended March 31, 2011. | a11-11259_28k.htm |
| 2011-05-10 | 8-K | 2011-05-04 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On May 4, 2011, the board of directors (the “Board”) of RDA Holding Co. (the “Company”), the parent company of The Reader’s Digest Association, Inc. (“Reader’s Digest”), approved an increase in compensation for Thomas Williams, President and Chief Executive Officer of the Company and Reader’s Digest. | a11-11896_18k.htm |
| 2011-05-06 | 8-K | 2011-05-02 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On May 2, 2011, RDA Holding Co. (the “Company”) received from the holders of a majority of the outstanding shares of the Company, in accordance with the bylaws of the Company and the stockholders agreement, dated as of February 19, 2010, between the Company and the holders named therein or bound thereby, a written consent in lieu of a meeting pursuant to which Thomas Williams, President and Chief Executive Officer of the Company and The Reader’s Digest Association, Inc. (“Reader’s Digest”), was elected to serve as a director of the Company. | a11-11565_18k.htm |
| 2011-04-28 | 8-K | 2011-04-24 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On April 24, 2011, RDA Holding Co. (the “Company”) and The Reader’s Digest Association, Inc. (“Reader’s Digest”) entered into a separation agreement with Mary G. Berner (the “Separation Agreement”), whereby Ms. Berner agreed to step down as President and Chief Executive Officer of the Company and Reader’s Digest, effective April 25, 2011. | a11-11011_18k.htm |
| 2011-04-21 | 8-K | 2011-04-18 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On April 18, 2011, RDA Holding Co., (the “Company”) received a notice from Alden Global Distressed Opportunities Master Fund, LP, Alden Global Distressed Opportunities Fund, LP, Alden Global Value Recovery Master Fund, LP, Blackwell Partners, LLC, Point Lobos Master Fund, L.P., Point Lobos Special Opportunities, LLC, Point Lobos Special Opportunities II, LLC, Point Lobos Special Opportunities III, LLC, Gam Equity Six Inc., Luxor Capital Partners, LP, Luxor Capital Partners Offshore Master Fund, LP, Luxor Spectrum, LLC, Luxor Spectrum Offshore Master Fund, LP, Luxor Wavefront, LP, and OC 19 Master Fund, LP, who, according to the notice, hold an aggregate of 31.64% of the outstanding voting securities of the Company (collectively, the “Notice Providers”), pursuant to which the Notice Providers delivered to the Company written consents in lieu of a special meeting from stockholders holding a majority of the outstanding shares of the Company, voting to (A) pursuant to the Company’s bylaws and Stockholders Agreement, dated as of February 19, 2010, between the Company and the holders named therein or bound thereby (the “Stockholders Agreement”), remove the following seven directors from the board of directors (the “Board”) of the Company: Frederic G. Reynolds, James B. Hawkes, Karen R. Osar, Neil Sequeira, Donald Steiner, Peter Stern and Carl Wilson (collectively, the “Removed Directors”) and (B) pursuant to the Company’s bylaws and the Stockholders Agreement, fill the vacancies created by the Removed Directors and a previously created vacancy with the appointment to the Board of the following eight replacement directors: Randall Curran, William Drewry, Heath Freeman, Robert Guth, Keith Richman, Ryan Schaper, Doug Teitelbaum and Martin Wade (collectively, the “Replacement Directors”). | a11-10695_18k.htm |
| 2011-04-05 | 8-K | 2010-04-07 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 31, 2011, Ms. Susana D’emic, RDA Holding Co.’s Chief Accounting Officer, resigned from her position and her employment with the Company will terminate effective as of April 14, 2011. | mm04-511_8k.htm |
| 2011-03-03 | 8-K | 2011-03-03 | 2.02 Results of Operations and Financial Condition | 2.02 On March 3, 2011, RDA Holding Co., parent company of The Reader’s Digest Association, Inc., issued a press release reporting its financial results for the fourth quarter and year ended December 31, 2010. | a11-7198_18k.htm |