SAKS INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2013-11-04: Form 8-K; Period of report 2013-11-04; 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; 8.01 Other Events; Details 2.01.
- 2013-10-30: Form 8-K; Period of report 2013-10-30; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
- 2013-10-22: Form 8-K; Period of report 2013-10-21; Description 8.01 Other Events; Details 8.01.
- 2013-09-16: Form 8-K; Period of report 2013-09-16; 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 |
|---|---|---|---|---|---|
| 2013-11-04 | 8-K | 2013-11-04 | 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 | 2.01 The Introductory Note to this Current Report on Form 8-K is incorporated herein by reference. 3.01 As a result of the Merger, the Company no longer fulfills the listing requirements of the New York Stock Exchange (the “NYSE”). 3.03 As set forth under Item 2.01 of this Current Report on Form 8-K, as of the Effective Time, all outstanding Common Stock (other than the Excluded Shares), options to purchase shares of Common Stock, shares of Common Stock granted subject to vesting or other lapse restrictions, awards of performance shares and awards of performance units of the Company were cancelled and converted into the right to receive the respective consideration specified in the Merger Agreement. 5.01 As a result of the Merger, a change in control of the Company occurred, and the Company is now an indirect wholly owned subsidiary of Hudson’s Bay. 5.02 In accordance with the Merger Agreement, as a result of the Merger, the directors of Merger Sub immediately prior to the Effective Time became the directors of the Company following the Effective Time. 5.03 At the Effective Time, the restated charter and amended and restated bylaws of the Company were amended and restated in accordance with the terms of the Merger Agreement. 8.01 On November 4, 2013, Hudson’s Bay issued a press release announcing the completion of the Merger. | d622482d8k.htm |
| 2013-10-30 | 8-K | 2013-10-30 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 On October 30, 2013, Saks Incorporated (the “Company”) held a special meeting of shareholders (the “Special Meeting”) to consider certain proposals related to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of July 28, 2013, by and among Hudson’s Bay Company (“Hudson’s Bay”), Harry Acquisition Inc. (“Merger Sub”) and the Company, which provides, among other things and subject to the terms and conditions set forth therein, that Merger Sub will be merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and as an indirect wholly owned subsidiary of Hudson’s Bay. 8.01 On October 30, 2013, the Company issued a press release regarding shareholder approval of the Merger Agreement and certain related matters. | specialmeeting8k.htm |
| 2013-10-22 | 8-K | 2013-10-21 | 8.01 Other Events | 8.01 On October 3, 2013, Saks Incorporated (“Saks” or the “Company”) filed with the Securities and Exchange Commission (the “SEC”) a definitive proxy statement (the “Definitive Proxy Statement”), dated October 3, 2013, with respect to the special meeting of Saks shareholders scheduled to be held on October 30, 2013 (the “Special Meeting.”) to, among other things, vote on the approval of the merger with Hudson’s Bay Company (“Hudson’s Bay”). | settlement8k.htm |
| 2013-09-16 | 8-K | 2013-09-16 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On September 16, 2013, Saks Incorporated (“Saks” or the “Company”) announced that upon completion of the Merger (as defined in the Agreement and Plan of Merger, by and among Hudson’s Bay Company (“HBC”), Harry Acquisition Inc. and the Company) with HBC, the employment of Stephen I. Sadove, Chairman and CEO of Saks, and Ronald L. Frasch, President and Chief Merchant of Saks, will end. | d599541d8k.htm |
| 2013-09-10 | 8-K | 2013-09-09 | 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics; 8.01 Other Events | 5.05 Effective September 9, 2013, Saks Incorporated (the “Company”) amended its Code of Business Conduct. 8.01 On September 10, 2013, the Company issued a press release with respect to the “go-shop” period related to the merger agreement with Hudson’s Bay Company. | d595151d8k.htm |
| 2013-08-19 | 8-K | 2013-08-19 | 2.02 Results of Operations and Financial Condition | 2.02 On August 19, 2013, Saks Incorporated (the “Company”) issued a news release, announcing the Company’s results of operations and financial condition for the second quarter ended August 3, 2013. | d585835d8k.htm |
| 2013-07-29 | 8-K | 2013-07-28 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d574696d8k.htm |
| 2013-07-29 | 8-K | 2013-07-28 | 8.01 Other Events | 8.01 On July 29, 2013, Saks Incorporated (the “Company”) and Hudson’s Bay Company (“Hudson’s Bay”) issued a joint press release announcing the entry into a merger agreement providing for the acquisition of the Company by Hudson’s Bay on the terms and conditions contained therein. | key-announcementform8k.htm |
| 2013-06-06 | 8-K | 2013-06-05 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.02 The annual meeting of the shareholders of Saks Incorporated (the “Company”) was held on June 5, 2013 (the “Annual Meeting”). 8.01 On June 5, 2013, the Company’s Board of Directors approved changes to the director compensation arrangements for non-employee directors of the Company. | d548365d8k.htm |
| 2013-05-21 | 8-K | 2013-05-21 | 2.02 Results of Operations and Financial Condition | 2.02 On May 21, 2013, Saks Incorporated (the “Company”) issued a news release, announcing the Company’s results of operations and financial condition for the first quarter ended May 4, 2013. | d541779d8k.htm |
| 2013-04-10 | 8-K | 2013-04-08 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On April 8, 2013, Myron E. Ullman, III resigned from the Board of Directors (the “Board”) of Saks Incorporated and the Audit and Corporate Governance Committees of the Board. | d519877d8k.htm |
| 2013-03-29 | 8-K | 2013-03-28 | 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; 7.01 Regulation FD Disclosure | 1.01 of this Current Report on 8-K is incorporated herein by this reference. 7.01 On March 28, 2013, the Company issued the press release, which is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference into this Item, announcing the execution of the Amendment. | d512011d8k.htm |
| 2013-03-15 | 8-K | 2013-03-15 | 8.01 Other Events | 8.01 On March 15, 2013, Saks Incorporated (the “Company”) called for redemption all of its outstanding 2.00% Convertible Senior Notes due March 15, 2024 (the “Notes”), issued pursuant to the indenture, dated as of March 23, 2004 (as amended and supplemented to date, the “Indenture”), by and among the Company, the subsidiary guarantors named therein, and The Bank of New York Mellon Trust Company, N.A. (successor in interest to The Bank of New York Trust Company, N.A.), as trustee, at a redemption price of 100.2% of the principal amount of the Notes, plus accrued and unpaid interest to, but not including, April 15, 2013 (the “Redemption Date”) in accordance with the provisions of the Indenture. | d503364d8k.htm |
| 2013-02-26 | 8-K | 2013-02-26 | 2.02 Results of Operations and Financial Condition | 2.02 On February 26, 2013, Saks Incorporated (the “Company”) issued a news release, announcing the Company’s results of operations and financial condition for the fourth quarter and fiscal year ended February 2, 2013. | d491440d8k.htm |
| 2013-02-11 | 8-K | 2013-02-05 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 The Committee established the following performance measures for the 2013 annual bonus program: (i) earnings before interest, taxes, depreciation and amortization (“EBITDA”) at specified levels (75% weight) and (ii) the accomplishment of key corporate objectives (25% weight). | d480546d8k.htm |
| 2013-02-05 | 8-K | 2013-02-04 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 4, 2013, the Board of Directors (the “Board”) of Saks Incorporated (the “Company”) appointed Myron E. Ullman, III to the Board to serve a term expiring at the Company’s next Annual Meeting of Shareholders, at which time he is expected to be nominated for approval by the Company’s shareholders. | d477918d8k.htm |