SUPERMEDIA INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2013-05-06: Form 8-K/A; Period of report 2013-04-30; Description 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 5.03.
- 2013-05-03: Form 8-K; Period of report 2013-04-30; Description 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 5.03.
- 2013-05-03: Form 8-K; Period of report 2013-04-29; Description 1.01 Entry into a Material Definitive Agreement; 1.03 Bankruptcy or Receivership; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 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; Details 1.01.
- 2013-04-22: Form 8-K; Period of report 2013-04-22; Description 7.01 Regulation FD Disclosure; Details 7.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2013-05-06 | 8-K/A | 2013-04-30 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 5.03 Pursuant to the Merger Agreement, on the Effective Date, the certificate of incorporation and bylaws of SuperMedia were each amended and restated in their entirety. 8.01 A copy of the press release announcing the confirmation of the Prepackaged Plans, the emergence of Dex One and SuperMedia from Chapter 11 bankruptcy proceedings, and the effectiveness of the Merger is filed as Exhibit 99.1 hereto and incorporated herein by reference. | a13-11250_38ka.htm |
| 2013-05-03 | 8-K | 2013-04-30 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 5.03 Pursuant to the Merger Agreement, on the Effective Date, the certificate of incorporation and bylaws of SuperMedia were each amended and restated in their entirety. 8.01 A copy of the press release announcing the confirmation of the Prepackaged Plans, the emergence of Dex One and SuperMedia from Chapter 11 bankruptcy proceedings, and the effectiveness of the Merger is filed as Exhibit 99.1 hereto and incorporated herein by reference. | a13-11250_28k.htm |
| 2013-05-03 | 8-K | 2013-04-29 | 1.01 Entry into a Material Definitive Agreement; 1.03 Bankruptcy or Receivership; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 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 | 1.01 Entry into a Material Definitive Agreement. 1.03 As set forth in the Introduction section of this Current Report on Form 8-K, on April 29, 2013, the Bankruptcy Court entered an order confirming the SuperMedia Prepackaged Plan. 2.01 On the Effective Date, pursuant to the Merger Agreement, SuperMedia and Dex One effected the transactions contemplated by the Merger Agreement, including the merger of SuperMedia with and into Spruce, with SuperMedia surviving as a wholly owned subsidiary of Dex Media. 2.03 The information regarding the Amended and Restated Credit Facility set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. 3.01 In connection with the consummation of the Merger, on the Effective Date, SuperMedia notified the Nasdaq Stock Market (“Nasdaq”) that each issued and outstanding share of SuperMedia common stock (other than shares held by SuperMedia, Dex One, Newdex, or any of their respective subsidiaries) was converted into the right to receive the Merger Consideration. 3.03 Pursuant to the terms of the Merger Agreement, on the Effective Date, each outstanding share of SuperMedia common stock (other than shares held by SuperMedia, Dex One, Newdex or any of their respective subsidiaries) was converted into the right to receive the Merger Consideration as further described above in Item 2.01. 5.01 As a result of the consummation of the Merger, SuperMedia merged with and into Spruce, with SuperMedia surviving as a wholly owned subsidiary of Dex Media, and, accordingly, a change of control with respect to SuperMedia occurred on the Effective Date. 5.02 Effective as of May 1, 2013, in connection with the Merger, each member of the board of directors of SuperMedia was removed and replaced by written consent of Dex Media, the sole shareholder of SuperMedia, and Peter J. McDonald, President of SuperMedia, Cody Wilbanks, Vice President, General Counsel and Secretary of SuperMedia, and Samuel D. Jones, Vice President, Chief Financial Officer and Secretary of SuperMedia, were appointed as the new directors of SuperMedia. | a13-11250_18k.htm |
| 2013-04-22 | 8-K | 2013-04-22 | 7.01 Regulation FD Disclosure | 7.01 As previously disclosed, on March 18, 2013 (the “Petition Date”), SuperMedia Inc. (“SuperMedia”) and all of its domestic subsidiaries (collectively, the “Debtors”) filed voluntary bankruptcy petitions in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) for reorganization relief under the provisions of chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”). | a13-10438_18k.htm |
| 2013-04-04 | 8-K | 2013-04-01 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 As previously disclosed, on January 25, 2013, the Compensation Committee (the “Committee”) of the Board of Directors of SuperMedia Inc. (the “Company”) established the performance objectives and other terms for the 2013 performance measurement period under the 2013-2014 Cash Long Term Incentive Plan (the “2013 Cash LTI Plan”), established pursuant to the Company’s 2009 Long-term Incentive Plan. | a13-9320_18k.htm |
| 2013-03-22 | 8-K | 2013-03-21 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On March 21, 2013, SuperMedia Inc. (the “Company”) received notice from The NASDAQ Listing Qualifications Staff (the “Staff”) stating that the Staff has determined that the Company’s securities will be delisted from The NASDAQ Stock Market LLC (the “NASDAQ”). | a13-8248_18k.htm |
| 2013-03-21 | 8-K | 2013-03-21 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On March 21, 2013, SuperMedia Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2012. 7.01 The Company is furnishing herewith additional information in conjunction with the March 21, 2013 earnings release. | a13-7969_18k.htm |
| 2013-03-18 | 8-K | 2013-03-13 | 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; 5.07 Submission of Matters to a Vote of Security Holders | 1.03 On March 18, 2013, SuperMedia Inc. (“SuperMedia”) and all of its domestic subsidiaries (collectively, the “Debtors”) filed voluntary bankruptcy petitions (the “bankruptcy petitions”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) for reorganization relief under the provisions of chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”). 2.04 Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. 5.07 On March 13, 2013, SuperMedia held a special meeting of its stockholders. | a13-7695_18k.htm |
| 2013-01-31 | 8-K | 2013-01-25 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On January 25, 2013, the Compensation Committee (the “Committee”) of the Board of Directors of SuperMedia Inc. (“SuperMedia”) established the performance objectives and other terms of SuperMedia’s 2013 Short Term Incentive Plan (the “2013 STI Plan”) pursuant to SuperMedia’s 2009 Long Term Incentive Plan (the “LTIP”). 8.01 The information set forth in Item 5.02 is incorporated herein by reference. | a13-4088_18k.htm |
| 2013-01-23 | 8-K | 2013-01-23 | 8.01 Other Events | 8.01 On January 23, 2013, certain members of management of SuperMedia Inc. (the “Company”) and Dex One Corporation (“Dex One”) will be conducting a teleconference for the benefit of the Dex Media East, Inc., Dex Media West, Inc., R.H. Donnelley Inc. and SuperMedia Inc. senior secured lenders to discuss synergies and integration planning in connection with the proposed merger transactions previously announced by the Company and Dex One on August 21, 2012. | a13-3438_18k.htm |
| 2013-01-22 | 8-K | 2013-01-18 | 8.01 Other Events | 8.01 On January 22, 2013, we issued a press release announcing that David E. Hawthorne, a member of our Board of Directors, has passed away. | a13-3364_18k.htm |