VALASSIS COMMUNICATIONS INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2014-02-04: Form 8-K; Period of report 2013-02-04; 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.
- 2014-01-21: Form 8-K; Period of report 2014-01-17; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2014-02-04 | 8-K | 2013-02-04 | 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 Offer and withdrawal rights expired at 11:59 p.m., New York time on February 3, 2014. 3.01 On February 4, 2014, in connection with the consummation of the Merger, the Company notified the New York Stock Exchange (the “NYSE”) of its intent to remove the Shares from listing on the NYSE and requested that the NYSE file a delisting application with the SEC to delist and deregister the Shares. 3.03 The information disclosed under Item 2.01, Item 3.01 and Item 5.01 of this Current Report on 8-K is incorporated by reference into this Item 3.03. 5.01 As a result of Merger Sub’s acceptance of Shares in the Offer on February 4, 2014, a change in control of the Company occurred. 5.02 In connection with the Merger and as contemplated by the Merger Agreement, each director of the Company immediately prior to the Effective Time voluntarily resigned from and ceased serving on the Company’s board of directors (the “Board”) effective as of the Effective Time. 5.03 In connection with the consummation of the Merger, at the Effective Time the Company’s certificate of incorporation and bylaws were amended and restated effective so as to read in their entirety as set forth in Exhibits 3.1 and 3.2 hereto, respectively, which are incorporated by reference herein. | d669394d8k.htm |
| 2014-01-21 | 8-K | 2014-01-17 | 1.01 Entry into a Material Definitive Agreement | 1.01 In connection with the offer to purchase and consent solicitation statement (the “Offer and Consent Solicitation”) distributed to holders of outstanding notes on January 6, 2014 by Harland Clarke Holdings Corp. (“HCHC”) in respect of Valassis Communications, Inc.’s ( the “Company”) outstanding 6 5/8% Senior Notes Due 2021 (the “Notes”) issued pursuant to the Indenture, dated as of January 28, 2011 (as amended, supplemented, waived or otherwise modified, the “Indenture”), among the Company, the guarantors party thereto (the “ Guarantors”) and Wells Fargo Bank, National Association (the “Trustee”), the Company, the Guarantors and the Trustee entered into a Second Supplemental Indenture to the Indenture (the “Second Supplemental Indenture”), dated as of January 17, 2014, following receipt of tenders and consents with respect to $241,564,000 in aggregate principal amount of Notes. | d661667d8k.htm |