SMART & FINAL STORES, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2019-06-20: Form 8-K; Period of report 2019-06-18; 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.
- 2019-05-23: Form 8-K; Period of report 2019-05-22; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
- 2019-05-01: Form 8-K; Period of report 2019-05-01; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2019-04-18: Form 8-K; Period of report 2019-04-16; Description 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; 8.01 Other Events; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2019-06-20 | 8-K | 2019-06-18 | 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 As described in the Introductory Note above, on June 18, 2019, Purchaser irrevocably accepted for payment all Company Shares validly tendered and not validly withdrawn pursuant to the Offer on or prior to the Expiration Date. 3.01 In connection with the consummation of the Merger, the Company (i) notified the New York Stock Exchange (“NYSE”) of the consummation of the Merger on June 20, 2019, and (ii) requested that NYSE file with the Securities and Exchange Commission (the “SEC”) a Notification of Removal from Listing and/or Registration on Form 25 to delist and deregister the Company Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 3.03 The information contained in the Introductory Note and Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. 5.01 As a result of the Offer and the Merger, a change in control of the Company occurred. 5.02 At the Effective Time and pursuant to the terms of the Merger Agreement, each of the directors of the Company except David G. Hirz ceased to be a director of the Company and to be on any committee of the board of directors of the Company. 5.03 Pursuant to the terms of the Merger Agreement, as of the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety. 8.01 On June 20, 2019, the Company and Purchaser issued a joint press release announcing the completion of the Merger. | a19-8456_118k.htm |
| 2019-05-23 | 8-K | 2019-05-22 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On May 22, 2019, Smart & Final Stores, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) at the DoubleTree Hotel, 5757 Telegraph Road, Commerce, California 90040. | a19-10508_18k.htm |
| 2019-05-01 | 8-K | 2019-05-01 | 2.02 Results of Operations and Financial Condition | 2.02 On May 1, 2019, Smart & Final Stores, Inc. issued a press release announcing its financial results for the quarter ended March 24, 2019. | a19-7727_38k.htm |
| 2019-04-18 | 8-K | 2019-04-16 | 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; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 5.02 Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 8.01 On April 16, 2019, the Company issued a joint press release announcing the entry into the Merger Agreement. | a19-8328_18k.htm |
| 2019-03-13 | 8-K | 2019-03-13 | 2.02 Results of Operations and Financial Condition | 2.02 On March 13, 2019, Smart & Final Stores, Inc. issued a press release announcing its financial results for the quarter and full year ended December 30, 2018. | a19-6471_18k.htm |
| 2018-11-20 | 8-K | 2018-11-19 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On November 19, 2018, the Administrative Committee for Retirement & Savings Plans (the “Committee”) of the Board of Directors of Smart & Final Stores, Inc. (the “Company”) adopted the Smart & Final Supplemental Deferred Compensation Plan II (the “SDCP II”), effective as of January 1, 2019. | a18-40485_18k.htm |
| 2018-11-14 | 8-K | 2018-11-14 | 2.02 Results of Operations and Financial Condition | 2.02 On November 14, 2018, Smart & Final Stores, Inc. issued a press release announcing its financial results for the quarter ended October 7, 2018. | a18-40121_18k.htm |
| 2018-07-25 | 8-K | 2018-07-25 | 2.02 Results of Operations and Financial Condition | 2.02 On July 25, 2018, Smart & Final Stores, Inc. issued a press release announcing its financial results for the quarter ended June 17, 2018. | a18-14069_48k.htm |
| 2018-05-22 | 8-K | 2018-05-21 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On May 21, 2018, Smart & Final Stores, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) at the DoubleTree Hotel, 5757 Telegraph Road, Commerce, California 90040. | a18-14021_18k.htm |
| 2018-05-21 | 8-K | 2018-05-18 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | a18-13804_18k.htm | |
| 2018-05-14 | 8-K | 2018-05-08 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On May 11, 2018, the Board of Directors (the “Board”) of Smart & Final Stores, Inc. (the “Company”) approved the termination of the Smart & Final Stores, Inc. 2009 Executive Severance Plan (the “2009 Severance Plan”), effective July 31, 2018 (the “Termination Date”) when the current term of the 2009 Severance Plan is scheduled to end. | a18-13156_18k.htm |
| 2018-05-02 | 8-K | 2018-05-02 | 2.02 Results of Operations and Financial Condition | 2.02 On May 2, 2018, Smart & Final Stores, Inc. issued a press release announcing its financial results for the quarter ended March 25, 2018. | a18-8641_38k.htm |
| 2018-03-14 | 8-K | 2018-03-14 | 2.02 Results of Operations and Financial Condition | 2.02 On March 14, 2018, Smart & Final Stores, Inc. issued a press release announcing its financial results for the quarter and full year ended December 31, 2017. | a18-8148_18k.htm |
| 2017-12-13 | 8-K | 2017-12-07 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On December 12, 2017 (the “Effective Date”), Smart & Final Stores, Inc. (the “Company”) entered into an amended and restated employment agreement with David G. Hirz, President and Chief Executive Officer of the Company, which agreement replaces and supersedes all prior employment agreements between the Company and Mr. Hirz (the “Amended Employment Agreement”). | a17-28375_18k.htm |
| 2017-11-15 | 8-K | 2017-11-15 | 2.02 Results of Operations and Financial Condition | 2.02 On November 15, 2017, Smart & Final Stores, Inc. issued a press release announcing its (a) financial results for the quarter ended October 8, 2017 and (b) revised 2017 fiscal year guidance. | a17-27158_18k.htm |
| 2017-07-25 | 8-K | 2017-07-25 | 2.02 Results of Operations and Financial Condition | 2.02 On July 25, 2017, Smart & Final Stores, Inc. issued a press release announcing its financial results for the quarter ended June 18, 2017. | a17-18278_18k.htm |
| 2017-05-26 | 8-K | 2017-05-25 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On May 25, 2017 (the “Grant Date”), the compensation committee of the board of directors (the “Committee”) of Smart & Final Stores, Inc. (the “Company”) made special performance-linked discretionary compensation awards to David G. Hirz, the Company’s President and Chief Executive Officer. | a17-14289_18k.htm |
| 2017-05-24 | 8-K | 2017-05-23 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On May 23, 2017, Smart & Final Stores, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) at the DoubleTree Hotel, 5757 Telegraph Road, Commerce, California 90040. | a17-14109_18k.htm |
| 2017-05-03 | 8-K | 2017-05-03 | 2.02 Results of Operations and Financial Condition | 2.02 On May 3, 2017, Smart & Final Stores, Inc. issued a press release announcing its financial results for the quarter ended March 26, 2017. | a17-12243_18k.htm |
| 2017-03-08 | 8-K | 2017-03-03 | 2.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 2.02 On March 8, 2017, Smart & Final Stores, Inc. (the “Company”) issued a press release announcing its financial results for the quarter and full year ended January 1, 2017. 5.02 The Committee determined to pay discretionary bonuses to the named executive officers in recognition of the Company’s performance in the face of a challenging business environment. | a17-7781_18k.htm |
| 2017-01-09 | 8-K | 2017-01-05 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective January 5, 2017, the Board of Directors (the “Board”) of Smart & Final Stores, Inc. (the “Company”) elected Elaine Rubin to the Board as a Class II director, with her term expiring as of the annual meeting of the stockholders of the Company to be held in 2019. | a17-1604_18k.htm |
| 2016-11-16 | 8-K | 2016-11-16 | 2.02 Results of Operations and Financial Condition | 2.02 On November 16, 2016, Smart & Final Stores, Inc. issued a press release announcing its (a) financial results for the quarter ended October 9, 2016 and (b) revised 2016 fiscal year guidance. | a16-21661_18k.htm |
| 2016-09-26 | 8-K | 2016-09-21 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | a16-18728_18k.htm |
| 2016-09-15 | 8-K | 2016-09-14 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On September 14, 2016, Adam L. Stein notified Smart & Final Stores, Inc. (the “Company”) that his previously announced decision to resign as a member of the Board of Directors of the Company (the “Board”), and as a member of each of the Compensation Committee of the Board and the Nominating and Corporate Governance Committee of the Board, was in each case effective immediately. | a16-17643_28k.htm |
| 2016-09-13 | 8-K | 2016-09-09 | 8.01 Other Events | 8.01 On September 9, 2016, the Board of Directors (the “Board”) of Smart & Final Stores, Inc. (the “Company”) approved a share repurchase program pursuant to which the Company may purchase, from time to time through August 31, 2017, up to an aggregate of $25.0 million of shares of its outstanding common stock, par value $0.001 per share (the “Common Stock”), through open market purchases (including purchases pursuant to plans (“10b5-1 plans”) adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934 (the “Exchange Act”)) in accordance with Rule 10b-18 of the Exchange Act or in privately negotiated transactions. | a16-17643_18k.htm |
| 2016-07-28 | 8-K | 2016-07-28 | 2.02 Results of Operations and Financial Condition | 2.02 On July 28, 2016, Smart & Final Stores, Inc. issued a press release announcing its (a) financial results for the quarter ended June 19, 2016 and (b) revised 2016 fiscal year guidance. | a16-15575_18k.htm |
| 2016-07-22 | 8-K | 2016-07-19 | 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 July 20, 2016 (the “Effective Date”), the Company entered into an amended and restated employment agreement with David G. Hirz, President and Chief Executive Officer of the Company, which agreement replaces and supersedes all prior employment agreements between the Company and Mr. Hirz (the “Amended Employment Agreement”). | a16-14908_18k.htm |
| 2016-07-14 | 8-K | 2016-07-12 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On July 12, 2016, Adam L. Stein advised Smart & Final Stores, Inc. (the “Company”) that he would resign from his positions as a member of the Board of Directors (the “Board”) of the Company, and as a member of each of the Compensation Committee of the Board and the Nominating and Corporate Governance Committee of the Board, effective as of the election of a successor as a member of the Board. | a16-14850_18k.htm |
| 2016-05-19 | 8-K | 2016-05-19 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On May 19, 2016, Smart & Final Stores, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) at the DoubleTree Hotel, Ballroom, 5757 Telegraph Road, Commerce, California 90040. | a16-11228_18k.htm |
| 2016-05-03 | 8-K | 2016-05-03 | 2.02 Results of Operations and Financial Condition | 2.02 On May 3, 2016, Smart & Final Stores, Inc. issued a press release announcing its financial results for the quarter ended March 27, 2016. | a16-10412_18k.htm |
| 2016-04-25 | 8-K | 2016-04-20 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On April 20, 2016, Martin J. Trtek, President, Cash & Carry, notified Smart & Final Stores, Inc. (the “Company”) that he intends to retire on or about January 2, 2017 (the “Retirement Date”). | a16-8643_18k.htm |
| 2016-03-09 | 8-K | 2016-03-09 | 2.02 Results of Operations and Financial Condition | 2.02 On March 9, 2016, Smart & Final Stores, Inc. issued a press release announcing its financial results for the quarter and full year ended January 3, 2016. | a16-6051_18k.htm |
| 2015-12-14 | 8-K | 2015-12-11 | 8.01 Other Events | 8.01 On December 11, 2015, David G. Hirz, President and Chief Executive Officer of Smart & Final Stores, Inc. (“Company”), entered into a pre-arranged stock trading plan (the “10b5-1 Plan”) to exercise up to 1,081,290 options to purchase common stock of the Company (“options”) set to expire on April 6, 2017 and sell certain of such shares acquired upon exercise. | a15-24931_18k.htm |
| 2015-11-12 | 8-K | 2015-11-11 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On November 11, 2015, Smart & Final Stores, Inc. (the “Company”) issued a press release (the “Press Release”) announcing its financial results for the quarter ended October 4, 2015. 8.01 On November 11, 2015, the Company announced in the Press Release the approval of a share repurchase program pursuant to which the Company may purchase shares of its outstanding common stock representing up to an aggregate of $25.0 million. | a15-22811_18k.htm |
| 2015-10-05 | 8-K | 2015-10-02 | 8.01 Other Events | 8.01 On October 2, 2015, Smart & Final Stores, Inc. (the “Company”) announced that Smart & Final Stores LLC (“Smart & Final”), an indirect subsidiary of the Company, has entered into an Asset Purchase Agreement (“Purchase Agreement”) whereby Smart & Final has agreed to become a “stalking horse bidder” to acquire certain assets, including 28 store leases and related assets, of Haggen Operations Holdings, LLC and Haggen Opco South, LLC (together, “Haggen”), for a purchase price of $56 million, subject to certain adjustments (the “Acquisition”). | a15-20731_18k.htm |
| 2015-09-18 | 8-K | 2015-09-17 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective September 17, 2015, the Board of Directors (the “Board”) of Smart & Final Stores, Inc. (the “Company”) elected Paul N. Hopkins and Kenneth I. Tuchman to the Board as a Class I and Class II director, respectively, with their terms expiring as of the annual meeting of the stockholders of the Company to be held in 2018 and 2016, respectively. | a15-19859_18k.htm |
| 2015-09-02 | 8-K | 2015-09-01 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On September 1, 2015, Richard A. Anicetti gave notice of his resignation as a member of the Board of Directors (the “Board”) of Smart & Final Stores, Inc. (the “Company”), effective as of the earlier of (i) October 31, 2015 and (ii) the election of a successor as a member of the Board. | a15-18896_18k.htm |
| 2015-07-22 | 8-K | 2015-07-22 | 2.02 Results of Operations and Financial Condition | 2.02 On July 22, 2015, Smart & Final Stores, Inc. issued a press release announcing its financial results for the quarter ended June 14, 2015. | a15-16047_18k.htm |
| 2015-05-14 | 8-K | 2015-05-14 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On May 14, 2015, Smart & Final Stores, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) at the Omni Los Angeles Hotel at California Plaza, Crocker Room, 251 South Olive Street, Los Angeles, California 90012. | a15-11518_18k.htm |
| 2015-05-14 | 8-K | 2015-05-12 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | a15-11454_18k.htm |
| 2015-04-28 | 8-K | 2015-04-28 | 2.02 Results of Operations and Financial Condition | 2.02 On April 28, 2015, Smart & Final Stores, Inc. issued a press release announcing its financial results for the quarter ended March 22, 2015. | a15-10094_18k.htm |
| 2015-04-16 | 8-K | 2015-04-14 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | a15-7999_78k.htm |
| 2015-04-13 | 8-K | 2015-04-13 | 7.01 Regulation FD Disclosure | 7.01 On April 13, 2015, Smart & Final Stores, Inc. (the “Company”) filed with the Securities and Exchange Commission an amendment to a previously filed Registration Statement on Form S-1 relating to a proposed secondary offering of its common stock (as amended, the “Registration Statement”). | a15-7999_58k.htm |
| 2015-03-26 | 8-K | 2015-03-23 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 23, 2015, Smart & Final Stores, Inc. promoted Scott R. Drew to Executive Vice President, Operations, Smart & Final, and, in connection with such promotion, increased his annual base salary to $375,000. | a15-7994_18k.htm |
| 2015-03-18 | 8-K | 2015-03-18 | 2.02 Results of Operations and Financial Condition | 2.02 On March 18, 2015, Smart & Final Stores, Inc. issued a press release announcing its financial results for the quarter and full year ended December 28, 2014. | a15-7065_18k.htm |
| 2014-11-12 | 8-K | 2014-11-12 | 2.02 Results of Operations and Financial Condition | 2.02 On November 12, 2014, Smart & Final Stores, Inc. issued a press release announcing its financial results for the quarter ended October 5, 2014. | a14-24291_18k.htm |
| 2014-11-03 | 8-K | 2014-10-30 | 7.01 Regulation FD Disclosure | 7.01 The number of shares of common stock of the Company outstanding as of the end of the Company’s second fiscal quarter in 2014, as adjusted for the 190-for-one stock split (the “stock split”) of the common stock effected prior to the closing of the Company’s initial public offering (the “IPO”), was 57,606,860. | a14-23525_18k.htm |
| 2014-09-25 | 8-K | 2014-09-23 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. | a14-15424_98k.htm |