UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): May 28, 2014
SCHOOL SPECIALTY, INC.
(Exact name of registrant as specified in its charter)
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Delaware | 000-24385 | 39-0971239 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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W6316 Design Drive Greenville, Wisconsin 54942 |
(Address of principal executive offices, including zip code) |
Registrant’s telephone number, including area code: (920) 734-5712
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Awards under the 2014 Incentive Plan
On May 28, 2014, the Board of Directors (the “Board”) of School Specialty, Inc. (the “Company”) granted 5,500 stock appreciation rights (“SARs”) to each of the non-employee members of the Board under the 2014 Incentive Plan of the Company (the “Plan”), subject to the approval of the Plan by the stockholders of the Company at the 2014 annual meeting of stockholders. Each SAR has a grant date value of $130 and will be settled in cash upon exercise. The SARs will vest as to one-half of the SARs on the second anniversary of the date of grant and as to one-fourth of the SARs on each of the third and fourth anniversaries of the date of grant.
The foregoing description of the SARs does not purport to be complete and is qualified in its entirety by reference to the form of Director Stock Appreciation Right Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit No. | Description |
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| 10.1 | Form of Director Stock Appreciation Right Agreement. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| SCHOOL SPECIALTY, INC. |
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Dated: May 28, 2014 | By: /s/ Kevin Baehler |
| Kevin Baehler Interim Chief Financial Officer |
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EXHIBIT INDEX
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Exhibit No. | Description |
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10.1 | Form of Director Stock Appreciation Right Agreement. |
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