STERIS CORP Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2015-11-06: Form 8-K; Period of report 2015-11-02; 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.
- 2015-10-30: Form 8-K; Period of report 2015-10-30; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2015-10-02: Form 8-K; Period of report 2015-10-02; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
- 2015-09-28: Form 8-K; Period of report 2015-09-28; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2015-11-06 | 8-K | 2015-11-02 | 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 The disclosures under the Introductory Note and Item 3.01 are incorporated herein by reference. 3.01 Prior to the Combination, STERIS US Shares were registered pursuant to Section 12(b) of the Exchange Act and listed on the NYSE under the symbol “STE.” As a result of the Combination, each STERIS US Share issued and outstanding immediately prior to the effectiveness of the Merger (other than STERIS US Shares held by STERIS US and its wholly owned subsidiaries) was converted into the right to receive one New STERIS Share. 3.03 In connection with the Merger, on November 2, 2015, each STERIS US Share issued and outstanding immediately prior to the effectiveness of the Merger, other than STERIS US Shares held by STERIS US and its wholly owned subsidiaries, was converted into the right to receive one New STERIS Share. 5.01 The information set forth in the Introduction and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01. 5.02 Upon the effectiveness of the Merger, on November 2, 2015, each of the directors of STERIS US immediately prior to the effectiveness of the Merger voluntarily resigned from the board of the directors of STERIS US, and Michael J. Tokich and Ronald E. Snyder became the sole directors of STERIS US. 5.03 In connection with the Merger, STERIS US’s Restated Articles of Incorporation and Amended and Restated Code of Regulations were amended and restated in their entirety. | d44193d8k.htm |
| 2015-10-30 | 8-K | 2015-10-30 | 2.02 Results of Operations and Financial Condition | 2.02 On October 30, 2015, STERIS Corporation issued a press release announcing financial results for its fiscal 2016 second quarter ended September 30, 2015. | d51961d8k.htm |
| 2015-10-02 | 8-K | 2015-10-02 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 STERIS Corporation (the “Company” or “STERIS”) held a special meeting of shareholders on October 2, 2015 (the “Special Meeting”). 8.01 On October 1, 2015, STERIS and Synergy Health plc (“Synergy”) filed a motion in the Federal Trade Commission’s administrative law judge proceeding, requesting that the FTC withdraw its administrative challenge to STERIS’s proposed combination with Synergy (the “Combination”). | d23035d8k.htm |
| 2015-09-28 | 8-K | 2015-09-28 | 8.01 Other Events | 8.01 As previously disclosed at pages 99-100 of the definitive proxy statement filed by STERIS Corporation (“STERIS”) in connection with the solicitation of proxies by STERIS’s board of directors for the special meeting of shareholders to be held on October 2, 2015 and any adjournment or postponement thereof (the “Proxy Statement”) under the heading “Litigation Relating to the Merger,” a purported shareholder of STERIS filed a Verified Stockholder Derivative Complaint in the Court of Common Pleas, Cuyahoga County, Ohio (the “Court”), against the members of STERIS’s board of directors and certain officers of STERIS, challenging the excise tax make-whole payments approved by STERIS’s board of directors in connection with the proposed combination of STERIS and Synergy Health plc (the “Combination”). | d27414d8k.htm |
| 2015-09-24 | 8-K | 2015-09-24 | 8.01 Other Events | 8.01 On September 24, 2015, STERIS Corporation (“STERIS”) issued a press release announcing that the U.S. District Court for the Northern District of Ohio (the “District Court”) has denied the Federal Trade Commission’s (“FTC”) motion for a preliminary injunction against the proposed combination (the “Combination”) of STERIS and Synergy Health plc (“Synergy”). | d65037d8k.htm |
| 2015-09-24 | 8-K | 2015-09-24 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 STERIS Corporation (the “Company”) held a special meeting of shareholders on September 24, 2015. 8.01 The information in Item 5.07 is incorporated by reference herein. | d13862d8k.htm |
| 2015-09-21 | 8-K | 2015-09-21 | 8.01 Other Events | 8.01 On September 21, 2015, STERIS Corporation (“STERIS”) issued a press release announcing that it intends to reschedule the vote of its shareholders on the proposed combination of STERIS and Synergy Health plc (“Synergy Health”) by adjourning the meeting currently scheduled for September 24, 2015 to October 2, 2015. | d57837d8k.htm |
| 2015-08-31 | 8-K | 2015-08-27 | 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 | 5.02 David A. Johnson has resigned from STERIS Corporation (the “Company”) effective September 4, 2015 and therefore was not re-elected as the Company’s Senior Vice President, Surgical Solutions at the Company’s August 27, 2015 Board Organizational Meeting. 5.07 At the STERIS 2015 Annual Meeting of Shareholders (“Meeting”), held on August 27, 2015, shareholders voted on the matters specified below, with the final voting results as specified. | d19102d8k.htm |
| 2015-08-04 | 8-K | 2015-08-04 | 2.02 Results of Operations and Financial Condition | 2.02 On August 4, 2015, STERIS Corporation issued a press release announcing financial results for its fiscal 2016 first quarter ended June 30, 2015. | d83038d8k.htm |
| 2015-07-09 | 8-K | 2015-07-08 | 8.01 Other Events | 8.01 The United States District Court for the Northern District of Ohio has issued an Order terminating the April 20, 2010 consent decree entered into by STERIS Corporation (“STERIS” or the “Company”), two Company employees and the United States. | d73243d8k.htm |
| 2015-06-24 | 8-K | 2015-06-23 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 On June 23, 2015, STERIS Corporation (“STERIS”) entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with General Econopak, Inc. (the “Company”) and all Company shareholders. 8.01 On June 12, 2015 STERIS acquired all the outstanding stock of Black Diamond Video, Inc. (“BDV”) through a merger of a wholly-owned STERIS subsidiary into BDV. | d946332d8k.htm |
| 2015-06-11 | 8-K | 2015-06-11 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 STERIS Corporation (the “Company”) held a special meeting of shareholders on June 11, 2015. 8.01 The information in Item 5.07 is incorporated by reference herein. | d941535d8k.htm |
| 2015-06-09 | 8-K | 2015-06-09 | 8.01 Other Events | 8.01 On June 9, 2015, STERIS Corporation (“STERIS”) issued a press release announcing that it intends to reschedule the vote of its shareholders on the proposed combination of STERIS and Synergy Health plc (“Synergy Health”) by adjourning the meeting currently scheduled for June 11, 2015 to September 24, 2015. | d940299d8k.htm |
| 2015-06-01 | 8-K | 2015-05-29 | 1.01 Entry into a Material Definitive Agreement | 1.01 On May 29, 2015, New STERIS Limited (“New STERIS”), as borrower and guarantor, STERIS Corporation (the “Company”), as borrower and guarantor, various U.S. subsidiaries of the Company constituting material subsidiaries, as guarantors, Bank of America, N.A., as Administrative Agent, and the financial institutions parties thereto, as lenders, executed a First Amendment (“Bridge Agreement Amendment”) to the Amended and Restated 364-Day Bridge Credit Agreement dated March 31, 2015 among such parties (“Bridge Credit Agreement”). | d935945d8k.htm |
| 2015-05-29 | 8-K | 2015-05-29 | 8.01 Other Events | 8.01 On May 29, 2015, STERIS Corporation (“STERIS”) and Synergy Health plc (“Synergy Health”) issued a press release announcing that they have been informed by the U.S. Federal Trade Commission (“FTC”) that the FTC intends to seek to block their proposed combination. | d934163d8k.htm |
| 2015-05-18 | 8-K | 2015-05-15 | 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 On May 15, 2015, STERIS Corporation (the “Company” or “STERIS”) entered into a Note Purchase Agreement with various institutional investors (the “Note Purchase Agreement”), providing for the private issuance and sale on the same date by the Company of $350 million in aggregate principal amount of the Company’s Series A Senior Notes (the “Senior Notes”). 2.03 The information set forth in Item 1.01 above is incorporated herein by reference. | d928040d8k.htm |
| 2015-05-12 | 8-K | 2015-05-12 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 STERIS Corporation (the “Company”) held a special meeting of shareholders on May 12, 2015. 8.01 The information in Item 5.07 is incorporated by reference herein. | d925317d8k.htm |
| 2015-05-07 | 8-K | 2015-05-07 | 2.02 Results of Operations and Financial Condition | 2.02 On May 7, 2015, STERIS Corporation (“STERIS”) issued a press release announcing financial results for the three and twelve month periods ended March 31, 2015. | d922280d8k.htm |
| 2015-04-30 | 8-K | 2015-03-09 | 8.01 Other Events | 8.01 On April 30, 2015, STERIS Corporation (“STERIS”) and Synergy Health plc (“Synergy Health”) issued a press release announcing that (i) the two companies have certified substantial compliance with the U.S. Federal Trade Commission (the “FTC”) in response to its Request for Additional Information and Documentary Material relating to the proposed combination of STERIS and Synergy Health (the “Combination”), (ii) the two companies have entered into a timing agreement with the FTC, under the terms of which STERIS and Synergy Health have agreed not to close the Combination before June 2, 2015 unless the FTC first closes its investigation, and (iii) as a result of the timing agreement, STERIS intends to reschedule the vote of its shareholders on the Combination by adjourning the special meeting currently scheduled for May 12, 2015 to June 11, 2015, and Synergy Health also intends to reschedule its shareholder meetings to the same date. | d919106d8k.htm |
| 2015-04-20 | 8-K/A | 2015-03-31 | 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 STERIS Corporation (the “Company”), as a borrower and guarantor, New STERIS Limited (“New STERIS”), as a borrower, and various U.S. subsidiaries of the Company constituting Material Subsidiaries, as guarantors, have entered into a Credit Agreement dated March 31, 2015 (the “Credit Agreement”) with various financial institutions as lenders, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A., KeyBank National Association and PNC Bank, National Association as Syndication Agents, Santander Bank, N.A., The Bank of Tokyo Mitsubishi UFJ, Ltd., Sumitomo Mitsui Banking Corporation and DNB Capital LLC, as Documentation Agents, and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and KeyBank National Association, as Joint Lead Arrangers and Joint Bookrunners. 2.03 On March 31, 2015, the Company entered into the Credit Agreement as described under Item 1.01 above. | d911109d8ka.htm |
| 2015-04-02 | 8-K | 2015-03-31 | 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 STERIS Corporation (the “Company”), as a borrower and guarantor, New STERIS Limited (“New STERIS”), as a borrower, and various U.S. subsidiaries of the Company constituting Material Subsidiaries, as guarantors, have entered into a Credit Agreement dated March 31, 2015 (the “Credit Agreement”) with various financial institutions as lenders, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A., KeyBank National Association and PNC Bank, National Association as Syndication Agents, Santander Bank, N.A., The Bank of Tokyo Mitsubishi UFJ, Ltd., Sumitomo Mitsui Banking Corporation and DNB Capital LLC, as Documentation Agents, and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and KeyBank National Association, as Joint Lead Arrangers and Joint Bookrunners. 2.03 On March 31, 2015, the Company entered into the Credit Agreement as described under Item 1.01 above. | d898586d8k.htm |
| 2015-03-13 | 8-K/A | 2015-03-12 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 STERIS Corporation (the “Company”) held a special meeting of shareholders on March 12, 2015. 8.01 The information in Item 5.07 is incorporated by reference herein. | d890806d8ka.htm |
| 2015-03-12 | 8-K | 2015-03-12 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 STERIS Corporation (the “Company”) held a special meeting of shareholders on March 12, 2015. 8.01 The information in Item 5.07 is incorporated by reference herein. | d891570d8k.htm |
| 2015-03-10 | 8-K | 2015-03-09 | 8.01 Other Events | 8.01 On March 10, 2015, STERIS Corporation (“STERIS”) issued a press release announcing that it intends to reschedule the vote of its shareholders on the proposed combination of STERIS and Synergy Health, plc (“Synergy Health”), by adjourning the meeting currently scheduled for March 12, 2015, to May 12, 2015. | d889250d8k.htm |
| 2015-02-11 | 8-K | 2015-02-09 | 8.01 Other Events | 8.01 On February 9, 2015, STERIS Corporation (the “Company”) received notice that the U.K. Competition and Markets Authority has decided not to refer the proposed combination of the Company with Synergy Health plc to a “Phase 2” investigation under the provisions of the U.K. Enterprise Act 2002 and unconditionally cleared the proposed combination. | d871390d8k.htm |
| 2015-02-04 | 8-K | 2015-02-04 | 2.02 Results of Operations and Financial Condition | 2.02 On February 4, 2015, STERIS issued a press release announcing financial results for its fiscal 2015 third quarter ended December 31, 2014. | d865052d8k.htm |
| 2015-01-09 | 8-K | 2015-01-09 | 8.01 Other Events | 8.01 On January 9, 2015, STERIS Corporation (“STERIS” or the “Company”) and Synergy Health plc (“Synergy”) have each received a request for additional information and documentary material, often referred to as a “second request,” from the Federal Trade Commission (the “FTC”) in connection with the proposed combination of the Company with Synergy (the “Merger”). | d849904d8k.htm |