VALASSIS COMMUNICATIONS INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2013-12-18: Form 8-K; Period of report 2013-12-17; Description 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure; Details 1.01.
- 2013-12-13: Form 8-K; Period of report 2013-12-11; Description 8.01 Other Events; Details 8.01.
- 2013-10-24: Form 8-K; Period of report 2013-10-24; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2013-09-12: Form 8-K; Period of report 2013-09-09; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2013-12-18 | 8-K | 2013-12-17 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 On December 17, 2013, Valassis Communications, Inc. (“Valassis” or the “Company “) entered into an Agreement and Plan of Merger with Harland Clarke Holdings Corp. (“Parent”) and V Acquisition Sub, Inc. (“Merger Sub”) dated as of December 17, 2013 (the “Merger Agreement”). 7.01 On December 18, 2013, the Company and Parent issued a press release announcing that the parties had entered into the Merger Agreement. | d645044d8k.htm |
| 2013-12-13 | 8-K | 2013-12-11 | 8.01 Other Events | 8.01 On December 11, 2013, the Board of Directors of Valassis Communications, Inc. (“the Company”) declared a quarterly cash dividend of $0.31 per share payable to holders of the Company’s common stock under its existing cash dividend policy. | d642867d8k.htm |
| 2013-10-24 | 8-K | 2013-10-24 | 2.02 Results of Operations and Financial Condition | 2.02 On October 24, 2013, Valassis Communications, Inc. issued a press release (the “Press Release”) announcing results for the quarter ended September 30, 2013. | d616899d8k.htm |
| 2013-09-12 | 8-K | 2013-09-09 | 8.01 Other Events | 8.01 On September 9, 2013, the Board of Directors of Valassis Communications, Inc. (“the Company”) declared a quarterly cash dividend of $0.31 per share payable to holders of the Company’s common stock under its existing cash dividend policy. | d597367d8k.htm |
| 2013-07-25 | 8-K | 2013-07-25 | 2.02 Results of Operations and Financial Condition | 2.02 On July 25, 2013, Valassis Communications, Inc. issued a press release (the “Press Release”) announcing results for the quarter ended June 30, 2013. | d573522d8k.htm |
| 2013-06-06 | 8-K | 2013-06-03 | 8.01 Other Events | 8.01 On June 3, 2013, the Board of Directors of Valassis Communications, Inc. (“the Company”) declared a quarterly cash dividend of $0.31 per share payable to holders of the Company’s common stock under its existing cash dividend policy. | d548595d8k.htm |
| 2013-05-08 | 8-K | 2013-05-08 | 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; 7.01 Regulation FD Disclosure | 5.02 (e) As described below under Item 5.07, on May 3, 2013, the stockholders of Valassis Communications, Inc. (the “Company”) approved (i) the Amended and Restated Valassis Communications, Inc. 2008 Omnibus Incentive Compensation Plan (the “Omnibus Plan”), and (ii) the Amended and Restated Valassis Communications, Inc. 2008 Senior Executives Bonus Plan (the “Bonus Plan”). 5.07 (a) The Company’s Annual Meeting of Stockholders (the “Annual Meeting”) was held on May 3, 2013. 7.01 On May 8, 2013, 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. | v39667_8k050313.htm |
| 2013-04-30 | 8-K | 2013-04-24 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (e) On April 24, 2013, Valassis Communications, Inc. (the “Company”) and James D. Parkinson, the Company’s Executive Vice President, Chief Digital and Technology Officer, entered into an amendment to his employment agreement (the “Parkinson Amendment”), providing for (i) an extension of the term of his employment until December 31, 2015, (ii) a change in his title to Chief Digital and Technology Officer, (iii) an increase in his annual bonus opportunity from up to 75% to up to 165% of his annual base salary subject to the achievement of semi-annual and/or annual performance targets, with the potential to exceed such aggregate annual bonus opportunity based on revenue or other performance goals (determined on an annual basis), and (iv) a change in one of the components of the amount that he is entitled to receive upon the occurrence of certain termination events to a lump-sum payment in an amount equal to Mr. Parkinson’s then current maximum annual bonus opportunity (which component previously consisted of an amount equal to two times his then current maximum semi-annual bonus opportunity). | v36997_8k042413.htm |
| 2013-04-25 | 8-K | 2013-04-25 | 2.02 Results of Operations and Financial Condition | 2.02 On April 25, 2013, Valassis Communications, Inc. issued a press release (the “Press Release”) announcing results for the quarter ended March 31, 2013. | d526951d8k.htm |
| 2013-04-18 | 8-K | 2013-04-12 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 3.01 On April 16, 2013, Valassis Communications, Inc. (the “Company”) received a letter from NYSE Regulation (the “NYSE Letter”) indicating that the New York Stock Exchange (the “Exchange”) had concluded that the Company had failed to provide timely notice to the Exchange of the record date for the Company’s upcoming 2013 Annual Meeting of Shareholders at least ten days prior to the record date for the meeting as required by Exchange rules. 5.02 On April 12, 2013, the Company entered into Change in Control Agreements (the “CIC Agreements”) with its executive officers, including Robert A. Mason, the Company’s President, Chief Executive Officer and director, Robert L. Recchia, the Company’s Chief Financial Officer, Treasurer and director, Ronald L. Goolsby, the Company’s Chief Operating Officer, James D. Parkinson, the Company’s Executive Vice President, Chief Digital and Technology Officer and Suzanne C. Brown, the Company’s Executive Vice President, Sales and Marketing (each an “Executive” and collectively the “Executives”). | v39667_8k041813.htm |
| 2013-03-11 | 8-K | 2013-03-08 | 8.01 Other Events | 8.01 On March 8, 2013, the Board of Directors of Valassis Communications, Inc. (“the Company”) declared a quarterly cash dividend of $0.31 per share payable to holders of the Company’s common stock under its existing cash dividend policy. | d500309d8k.htm |
| 2013-02-21 | 8-K | 2013-02-21 | 2.02 Results of Operations and Financial Condition | 2.02 On February 21, 2013, Valassis Communications, Inc. issued a press release (the “Press Release”) announcing results for the quarter ended and year ended December 31, 2012. | d490394d8k.htm |
| 2013-01-11 | 8-K | 2013-01-07 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 7, 2013, Valassis Communications, Inc. (“Valassis”) and Robert A. Mason, Valassis’ President, Chief Executive Officer and Director, entered into an amendment to his employment agreement (the “Mason Amendment”), providing for (i) an increase in his annual base salary from $600,000 to $700,000, (ii) an increase in his annual bonus opportunity from up to 100% to up to 150% of his annual base salary subject to the achievement of semi-annual and/or annual performance targets, and (iii) a change in one of the components of the amount that he is entitled to receive upon the occurrence of certain termination events to a lump-sum payment in an amount equal to Mr. Mason’s then current maximum annual bonus opportunity (which component previously consisted of an amount equal to his then current annual base salary), each commencing January 1, 2013. | v396678k011113.htm |