US HOME SYSTEMS INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2012-10-26: Form 8-K; Period of report 2012-10-26; Description 1.02 Termination of a Material Definitive Agreement; 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; 5.07 Submission of Matters to a Vote of Security Holders; Details 1.02.
- 2012-10-01: Form 8-K; Period of report 2012-10-01; Description 8.01 Other Events; Details 8.01.
- 2012-09-12: Form 8-K; Period of report 2012-09-12; Description 8.01 Other Events; Details 8.01.
- 2012-09-06: Form 8-K; Period of report 2012-09-06; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2012-10-26 | 8-K | 2012-10-26 | 1.02 Termination of a Material Definitive Agreement; 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; 5.07 Submission of Matters to a Vote of Security Holders | 1.02 On October 26, 2012, in conjunction with the closing of the Merger, the Company terminated its existing Credit Agreement, dated as of August 22, 2011 (the “Credit Agreement”), by and between the Company and Wells Fargo Bank, National Association. 2.01 The information set forth in the Introductory Note above in this Current Report is incorporated by reference herein in response to this Item 2.01. 3.01 The information set forth in Item 2.01 above in this Current Report is incorporated by reference herein in response to this Item 3.01. 3.03 The information set forth in Item 2.01 above in this Current Report is incorporated by reference herein in response to this Item 3.03. 5.01 The information set forth in Item 2.01 above in this Current Report is incorporated by reference herein in response to this Item 5.01. 5.02 Pursuant to the Merger Agreement, at the Effective Time, each of Murray H. Gross, Don A. Buchholz, Larry A. Jobe, Kenneth W. Murphy and Richard W. Griner ceased to be directors of the Company and members of any committee of the Company’s Board of Directors. 5.03 At the Effective Time, on October 26, 2012, the Company’s existing certificate of incorporation and bylaws were amended and restated in their entirety in accordance with the terms of the Merger Agreement. 5.07 In connection with the Merger, a special meeting of the Company’s stockholders was held on October 26, 2012. | d428212d8k.htm |
| 2012-10-01 | 8-K | 2012-10-01 | 8.01 Other Events | 8.01 On September 17, 2012, U.S. Home Systems, Inc. (the “Company”) filed a definitive Proxy Statement for the Special Meeting of Stockholders of the Company to be held on October 26, 2012 (the “Special Meeting”). | d419287d8k.htm |
| 2012-09-12 | 8-K | 2012-09-12 | 8.01 Other Events | 8.01 On September 12, 2012, U.S. Home Systems, Inc. (the “Company”) issued a press release announcing (i) the establishment of a record date for determination of stockholders entitled to receive notice of, and vote upon, among other things, the proposal to adopt the previously announced Agreement and Plan of Merger dated as of August 6, 2012 (the “Merger Agreement”), between the Company, THD At-Home Services, Inc., a Delaware corporation (“Parent”), which is a wholly-owned subsidiary of The Home Depot, Inc., and Umpire Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent, at a special meeting of stockholders and (ii) the meeting date, time and location of such special meeting. | d411346d8k.htm |
| 2012-09-06 | 8-K | 2012-09-06 | 8.01 Other Events | 8.01 On September 6, 2012, U.S. Home Systems, Inc. (the “Company”) issued a press release announcing (i) the expiration of the “go-shop” period, during which the Company solicited alternative acquisition proposals pursuant to that certain Agreement and Plan of Merger dated as of August 6, 2012 (the “Merger Agreement”), between the Company, THD At-Home Services, Inc., a Delaware corporation (“Parent”), which is a wholly-owned subsidiary of The Home Depot, Inc., and Umpire Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent and (ii) the receipt of early termination of the waiting period under the Hart-Scott-Rodino Act as of August 17, 2012. | d405819d8k.htm |
| 2012-08-09 | 8-K | 2012-08-08 | 2.02 Results of Operations and Financial Condition | 2.02 On August 8, 2012, U.S. Home Systems, Inc. (the “Company”) issued a press release reporting results of operations for the second quarter ended June 30, 2012. | d394290d8k.htm |
| 2012-08-07 | 8-K | 2012-08-06 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d392456d8k.htm |
| 2012-06-19 | 8-K | 2012-06-15 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 The 2012 Annual Meeting of U.S. Home Systems, Inc.’s (the “Company”) stockholders was held on June 15, 2012. | d369385d8k.htm |
| 2012-05-21 | 8-K | 2012-05-21 | 1.01 Entry into a Material Definitive Agreement | 1.01 On May 21, 2012, Canadian Home Systems, Ltd., (“CHS”), a wholly owned subsidiary of U.S. Home Systems, Inc. (NGM:USHS) (the “Company”) entered into a three year Services Agreement, or the Agreement, with Canadian Tire Financial Services Limited, a wholly owned subsidiary of Canadian Tire Corporation, Limited (TSX-CTC.a) (Tsx:CTC) , (collectively “Canadian Tire” or “CT”), to provide on an exclusive basis the Company’s kitchen and bath refacing products, countertops and a new product line, kitchen and bathroom flooring, to Canadian Tire customers in Canada under the business name Canadian Tire Home Services™. | d352171d8k.htm |
| 2012-05-17 | 8-K | 2012-05-15 | 2.02 Results of Operations and Financial Condition | 2.02 On May 15, 2012, U.S. Home Systems, Inc. (the “Company”) issued a press release reporting results of operations for the first quarter ended March 31, 2012 and the scheduling of a conference call on May 15, 2012 at 4:30 p.m. | d354384d8k.htm |
| 2012-03-29 | 8-K | 2012-03-27 | 2.02 Results of Operations and Financial Condition | 2.02 On March 27, 2012, U.S. Home Systems, Inc. (the “Company”) issued a press release reporting results of operations for the fourth quarter and fiscal year ended December 31, 2011 and the scheduling of a conference call on March 27, 2012 at 4:30 p.m. | d324856d8k.htm |