Filed Pursuant to Rule 424(b)(3)
Registration No. 333-192475
PROSPECTUS SUPPLEMENT NO. 3
SCHOOL SPECIALTY, INC.
402,296 shares of Common Stock
This prospectus supplement relates to the prospectus dated January 30, 2014, as supplemented by Prospectus Supplement No. 1 dated March 21, 2014 and Prospectus Supplement No. 2 dated April 30, 2014, which covers the sale of an aggregate of up to 402,296 shares of our common stock, $0.001 par value per share (the “Common Stock”), by the selling stockholders identified in the prospectus (collectively with any such holder’s transferee, pledgee, donee or successor, referred to below as the “Selling Stockholders”). The shares of common stock covered by the prospectus were issued in connection with the voluntary petitions for relief under Chapter 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) filed by us and certain of our subsidiaries (collectively, the “Debtors”) on January 28, 2013, pursuant to the May 23, 2013 Bankruptcy Court order confirming the Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code, as corrected by the Bankruptcy Court on June 3, 2013.
We will not receive any proceeds from the sale by the Selling Stockholders of the shares covered by the prospectus.
This prospectus supplement is being filed to include the information set forth in our current reports on Form 8-K filed on May 27, 2014 and May 29, 2014, which are set forth below. This prospectus supplement should be read in conjunction with the prospectus, which is to be delivered with this prospectus supplement.
The last reported price of our common stock on the OTCQB marketplace was on May 9, 2014 and was $107.00 per share. Although our stock is quoted in the OTCQB, it is thinly traded, and as a result our investors do not have a meaningful degree of liquidity. Our executive offices are located at W6316 Design Drive, Greenville, Wisconsin 54942, and our telephone number is (920) 734-5712.
Investing in our securities involves risks. You should carefully consider the Risk Factors beginning on page 1 of the prospectus before you make an investment in our securities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if the prospectus or this prospectus supplement are truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is May 30, 2014.
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 22, 2014
SCHOOL SPECIALTY, INC.
(Exact name of registrant as specified in its charter)
Delaware | 000-24385 | 39-0971239 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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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 22, 2014, the Board of Directors (the “Board”) of School Specialty, Inc. (the “Company”) granted options to certain members of management 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, to purchase an aggregate of 35,741 shares of the Company’s common stock at an exercise price equal to $130 per share. These options will vest as to one-half of the option shares on the second anniversary of the date of grant and as to one-fourth of the option shares on each of the third and fourth anniversaries of the date of grant. As part of this grant, the executive officers of the Company received options to purchase the following number of shares: Patrick Collins, Executive Vice President—Distribution: 8,154 shares; Richmond Holden, Executive Vice President—Curriculum Group: 5,435 shares; and Kevin Baehler, Interim Chief Financial Officer: 2,717 shares. Joseph Yorio, the President and Chief Executive Officer of the Company, did not receive an option as part of this grant in light of the option granted to him in April 2014.
The foregoing description of the options does not purport to be complete and is qualified in its entirety by reference to the form of Executive Stock Option Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Management Incentive Plan Bonus Opportunities
On May 22, 2014, the Board approved an increase in the annual target cash bonus opportunity under the Company’s Management Incentive Plan for fiscal 2015 for each of the Executive Vice President—Distribution and the Chief Financial Officer from 50% of base salary to 60% of base salary.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
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| 10.1 | Form of Executive Stock Option 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.
| SCHOOL SPECIALTY, INC. |
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Dated: May 27, 2014 | By: /s/ Kevin Baehler |
| Kevin Baehler Interim Chief Financial Officer |
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EXHIBIT INDEX
Exhibit No. | Description |
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10.1 | Form of Executive Stock Option Agreement. |
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