VALASSIS COMMUNICATIONS INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2011-12-13: Form 8-K; Period of report 2011-12-13; Description 7.01 Regulation FD Disclosure; Details 7.01.
- 2011-10-26: Form 8-K; Period of report 2011-10-26; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2011-10-05: Form 8-K; Period of report 2011-10-03; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2011-08-26: Form 8-K; Period of report 2011-08-22; 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 |
|---|---|---|---|---|---|
| 2011-12-13 | 8-K | 2011-12-13 | 7.01 Regulation FD Disclosure | 7.01 On December 13, 2011, Valassis Communications, Inc. (“Valassis”) issued a press release (the “Press Release”) announcing its financial guidance for full-year 2012. | d269318d8k.htm |
| 2011-10-26 | 8-K | 2011-10-26 | 2.02 Results of Operations and Financial Condition | 2.02 On October 26, 2011, Valassis Communications, Inc. issued a press release (the “Press Release”) announcing results for the quarter ended September 30, 2011. | d247820d8k.htm |
| 2011-10-05 | 8-K | 2011-10-03 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On October 3, 2011, Richard Herpich, the Executive Vice President of Strategic Initiatives of Valassis Communications Inc. (the “Company”), notified the Company of his decision to retire effective December 31, 2011. | d239819d8k.htm |
| 2011-08-26 | 8-K | 2011-08-22 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On August 22, 2011, the Board of Directors (the “Board”) of Valassis Communications, Inc. (the “Company”) appointed Ronald Goolsby as the Company’s Chief Operating Officer, effective January 1, 2012. | d8k.htm |
| 2011-08-23 | 8-K | 2011-08-17 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On August 17, 2011, Alan F. Schultz, the President, Chief Executive Officer (“CEO”) and Chairman of Valassis Communications Inc. (the “Company”), notified the Board of Directors (the “Board”) of the Company of his decision to retire as the Company’s CEO and President, effective December 31, 2011. | d8k.htm |
| 2011-08-15 | 8-K | 2011-08-15 | 7.01 Regulation FD Disclosure | 7.01 Valassis Communications, Inc. (“Valassis”) is furnishing the attached investor presentation as Exhibit 99.1 which will be used as public relations material as well as for future meetings with investors, stockholders and analysts. | d8k.htm |
| 2011-07-28 | 8-K | 2011-07-28 | 2.02 Results of Operations and Financial Condition | 2.02 On July 28, 2011, Valassis Communications, Inc. issued a press release (the “Press Release”) announcing results for the quarter ended June 30, 2011. | d8k.htm |
| 2011-07-12 | 8-K | 2011-07-06 | 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 Entry into a Material Definitive Agreement. 2.03 The information set forth above in Item 1.01 is hereby incorporated by reference into this Item 2.03. | d8k.htm |
| 2011-07-05 | 8-K | 2011-07-05 | 7.01 Regulation FD Disclosure | 7.01 On July 5, 2011, Valassis Communications, Inc. (“Valassis”) issued a press release announcing the completion of its exchange offer for its outstanding 6 5/8% Senior Notes due 2021. | d8k.htm |
| 2011-07-01 | 8-K | 2011-06-27 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.03 Material Modification to Rights of Security Holders | 1.01 Entry into a Material Definitive Agreement. 1.02 The information set forth above in Item 1.01 (regarding the Prior Credit Agreement and the Prior Security Agreement) is hereby incorporated by reference into this Item 1.02. 2.03 The information set forth above in Item 1.01 (regarding the Credit Agreement and the Guarantee and Collateral Agreement) is hereby incorporated by reference into this Item 2.03. 3.03 The information set forth in Item 1.01 regarding the 2033 Second Supplemental Indenture is hereby incorporated by reference into this Item 3.03. | d8k.htm |
| 2011-06-27 | 8-K | 2011-06-27 | 7.01 Regulation FD Disclosure | 7.01 On June 27, 2011, Valassis Communications, Inc. (“Valassis”) issued a press release announcing that it has completed the refinancing of its existing senior secured credit facility with a new $400.0 million senior secured credit facility. | d8k.htm |
| 2011-06-03 | 8-K | 2011-06-03 | 7.01 Regulation FD Disclosure | 7.01 On June 3, 2011, Valassis Communications, Inc. (“Valassis”) issued a press release announcing that it has commenced an offer to exchange up to $260,000,000 aggregate principal amount of its new 6 5/8% Senior Notes due 2021 and the guarantees of Valassis’ subsidiary guarantors, in each case, which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of Valassis’ outstanding, unregistered 6 5/8% Senior Notes due 2021 issued on January 28, 2011 and the related guarantees. | d8k.htm |
| 2011-05-10 | 8-K | 2011-05-05 | 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure | 5.07 (a) Valassis Communications, Inc.’s (the “Company”) Annual Meeting of Stockholders (the “Annual Meeting”) was held on May 5, 2011. 7.01 On May 9, 2011, the Company issued a press release (the “Press Release”) announcing that the Company’s Board of Directors approved an increase to its stock repurchase program authorization by 6 million shares of its common stock. | d8k.htm |
| 2011-04-28 | 8-K | 2011-04-28 | 2.02 Results of Operations and Financial Condition | 2.02 On April 28, 2011, Valassis Communications, Inc. issued a press release (the “Press Release”) announcing results for the quarter ended March 31, 2011. | d8k.htm |
| 2011-02-17 | 8-K | 2011-02-17 | 2.02 Results of Operations and Financial Condition | 2.02 On February 17, 2011, Valassis Communications, Inc. issued a press release (the “Press Release”) announcing results for the quarter ended and year ended December 31, 2010. | v211851_8k.htm |
| 2011-02-11 | 8-K | 2011-02-10 | 8.01 Other Events | 8.01 On February 11, 2011, Valassis Communications, Inc. (the “Company”) issued a press release (the “Press Release”) announcing that the Company’s previously announced cash tender offer and consent solicitation for any and all of its 8 1/4% Senior Notes due 2015 expired at 11:59 p.m., New York City time, on February 10, 2011. | d8k.htm |
| 2011-02-03 | 8-K | 2011-01-28 | 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; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 3.03 Material Modification to Rights of Security Holders | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth above in Item 1.01 regarding the 2021 Indenture is hereby incorporated by reference into this Item 2.03. 2.04 On January 28, 2011, Valassis issued a notice under the 2015 Indenture in order to redeem any and all of the remaining outstanding 2015 Notes on March 1, 2011, unless extended by Valassis (the “Redemption Date”). 3.03 The information set forth in Item 1.01 regarding the Third Supplemental Indenture is hereby incorporated by reference into this Item 3.03. | d8k.htm |
| 2011-01-28 | 8-K | 2011-01-28 | 8.01 Other Events | 8.01 On January 28, 2011, Valassis Communications, Inc. (“Valassis”) issued a press release announcing that it has (i) completed its previously announced private offering of $260,000,000 million aggregate principal amount of its 6 5/8% senior notes due 2021, (ii) accepted for purchase $199,801,000 aggregate principal amount of its 8 1/4% senior notes due 2015 (the “2015 Notes”), representing all of the 2015 Notes that were validly tendered and not validly withdrawn at or prior to the consent payment deadline pursuant to Valassis’ previously announced cash offer to purchase any and all of its outstanding 2015 Notes, and (iii) received sufficient consents to approve the proposed amendments to the indenture governing the 2015 Notes (the “Indenture”) that, among other modifications, eliminate substantially all of the restrictive covenants and certain events of default in the Indenture. | d8k.htm |
| 2011-01-13 | 8-K | 2011-01-13 | 8.01 Other Events | 8.01 On January 13, 2011, Valassis Communications, Inc. (“Valassis”) issued a press release announcing that it has priced its private placement of $260 million aggregate principal amount of 6 5/8% senior notes due 2021 (the “Notes”). | d8k.htm |
| 2011-01-13 | 8-K | 2011-01-13 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 On January 13, 2011, Valassis Communications, Inc. (“Valassis”) issued a press release announcing that it has commenced a cash tender offer for any and all of its outstanding 8 1/4% Senior Notes due 2015 (the “2015 Notes”) and a concurrent consent solicitation for proposed amendments to the indenture, dated as of March 2, 2007, as supplemented, among Valassis, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee, under which the 2015 Notes were issued. 8.01 In addition, on January 13, 2011, Valassis issued a press release announcing that it intends, subject to market and other conditions, to offer $260.0 million aggregate principal amount of senior notes (the “Notes”) in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). | d8k.htm |