ZEP INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2015-06-26: Form 8-K; Period of report 2015-06-26; Description 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 5.01.
- 2015-06-26: Form 8-K; Period of report 2015-06-26; Description 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 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; 8.01 Other Events; Details 1.01.
- 2015-06-25: Form 8-K; Period of report 2015-06-25; Description 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure; Details 7.01.
- 2015-04-08: Form 8-K; Period of report 2015-04-08; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2015-06-26 | 8-K | 2015-06-26 | 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 | 5.01 As a result of the Merger, a change in control of the Company has occurred, and the Company is now a wholly-owned subsidiary of Parent. 5.02 In connection with the Merger, the Company’s President and Chief Executive Officer John K. Morgan resigned immediately prior to the Effective Time. 5.03 At the Effective Time, the certificate of incorporation and bylaws of the Company were amended and restated in their entirety. | a15-14806_48k.htm |
| 2015-06-26 | 8-K | 2015-06-26 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 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; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 1.02 On June 26, 2015, in connection with the consummation of the Merger, the Company terminated its Credit Agreement (as amended, modified, extended, restated, replaced, or supplemented prior to the date hereof, the “Existing Credit Agreement”), dated August 21, 2014, by and among the Company, Acuity Specialty Products, Inc., certain subsidiaries of the Company party thereto, the lenders from time to time party thereto, and Bank of America, N.A., as administrative agent, upon payment of the total principal balance of the loans and advances outstanding under the Existing Credit Agreement, together with all accrued but unpaid interest and fees, costs, expenses and other amounts owed thereunder. 2.01 The information set forth under the heading “Introductory Note” and Item 1.01 hereof are incorporated by reference. 2.03 The information set forth under Item 1.01 is incorporated herein by reference. 3.01 On June 26, 2015, the Company notified the New York Stock Exchange (“NYSE”) that the Merger was consummated, and trading of the Company’s common stock on the NYSE was suspended. 3.03 On June 26, 2015 as a result of the Merger, each share of the Company’s common stock issued and outstanding immediately prior to the Effective Time (other than those shares held by stockholders, if any, who are entitled to and properly exercise their appraisal rights under Delaware law and any shares held in the Company’s treasury or owned by Parent, Merger Sub or any other subsidiary of Parent) was cancelled and automatically converted into the right to receive $20.05 in cash without interest and net of any taxes required to be withheld therefrom. 8.01 On June 26, 2015, the Company and NMC issued a press release announcing the completion of the Merger. | a15-14806_38k.htm |
| 2015-06-25 | 8-K | 2015-06-25 | 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure | 7.01 On June 25, 2015, the Company issued a press release announcing the approval of the merger agreement and the merger by the Company’s stockholders, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference. | a15-14688_18k.htm |
| 2015-04-08 | 8-K | 2015-04-08 | 8.01 Other Events | 8.01 On April 8, 2015, Zep Inc., a Delaware corporation (the “Company”), distributed the communications attached hereto as Exhibits 99.1 to 99.9, which are incorporated herein by reference. | a15-8802_28k.htm |
| 2015-04-08 | 8-K | 2015-04-07 | 1.01 Entry into a Material Definitive Agreement; 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 3.03 As indicated under Item 1.01 of this Form 8-K, the Company and the Rights Agent have entered into the Amendment. 5.03 On April 7, 2015, and effective as of that date, the Company’s board of directors amended the Company’s Amended and Restated By-Laws (the “By-Laws”) to make certain clarifying changes to Article IX, which designates state or federal courts within the State of Delaware as the sole and exclusive forum for certain legal actions, unless the Company consents in writing to the selection of an alternative forum. 7.01 On April 7, 2015, the Company issued a press release announcing the execution of the Merger Agreement, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference. | a15-8802_18k.htm |
| 2015-04-08 | 8-K | 2015-04-08 | 2.02 Results of Operations and Financial Condition | 2.02 On April 8, 2015, Zep Inc. (the “Company”) issued a press release regarding the Company’s results of operations for its second fiscal quarter ended February 28, 2015. | a15-8800_18k.htm |
| 2015-03-27 | 8-K | 2015-03-24 | 8.01 Other Events | 8.01 On March 24, 2015, the Board of Directors of the Corporation declared a quarterly dividend of $0.06 per common share. | a15-8133_18k.htm |
| 2015-02-09 | 8-K | 2015-02-04 | 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 February 4, 2015, Zep Inc. (the “Company”) announced the promotion of Mr. Jeffrey L. Fleck to Senior Vice President of Operations and Chief Supply Chain Officer. 8.01 On February 4, 2015, the Company also announced the appointment of Mr. Robert P. Collins to the position of Senior Vice President and Chief Administrative Officer and the promotion of Mr. Steven E. Nichols to the position of Senior Vice President and Chief Commercial Officer. | a15-4056_18k.htm |
| 2015-01-09 | 8-K | 2015-01-07 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 At the Corporation’s Annual Meeting of Stockholders held on January 7, 2015, the Corporation’s stockholders voted on and approved: (1) the election of O.B. Grayson Hall, Jr. and Carol A. Williams, nominated by the Board of Directors, each to serve for a term of three years until the 2018 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified; (2) on a non-binding, advisory basis, the compensation of the Corporation’s named executive officers as more fully described in the Corporation’s Proxy Statement filed with the Securities and Exchange Commission on November 20, 2014 (the “Proxy Statement”); and (3) the ratification of the appointment of Ernst & Young LLP as the Corporation’s independent public accounting firm for the fiscal year ending August 31, 2015. 8.01 On January 8, 2015, the Board of Directors of the Corporation declared a quarterly dividend of $0.06 per common share. | a15-2037_18k.htm |
| 2015-01-06 | 8-K | 2015-01-06 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On January 6, 2015, Zep Inc. (the “Company”) issued a press release and held a webcast regarding the Company’s results of operations for its first fiscal quarter ended November 30, 2014. 7.01 On January 6, 2015, the Company used a slide package during its webcast regarding the Company’s results of operations for its first fiscal quarter ended November 30, 2014. | a15-1262_18k.htm |