UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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 29, 2018
ESSENDANT INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001-38499 | | 36-3141189 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
| |
One Parkway North Blvd. Suite 100 Deerfield, Illinois | | 60015-2559 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code (847)627-7000
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
On May 29, 2018, Essendant Inc. (the “Company”) and Equiniti Trust Company, as Rights Agent (the “Rights Agent”) under the Rights Agreement, dated as of May 17, 2018, between the Company and the Rights Agent (the “Rights Agreement”), entered into Amendment No. 1 to the Rights Agreement (“Amendment No. 1”). Amendment No. 1 amends the definition of “Exempt Person” to provide that (i) the relevant time for purposes of determining whether a person or group of affiliated or associated persons is an “Exempt Person” is midnight at the end of May 17, 2018, New York City time and (ii) the definition of “Exempt Person” applies to all persons or groups of affiliated or associated persons who, as of midnight at the end of May 17, 2018, New York City time, beneficially owned 10% or more of the outstanding shares of common stock of the Company.
The foregoing description of Amendment No. 1 does not purport to be complete and is qualified in its entirety by the complete text of Amendment No. 1, a copy of which is attached as Exhibit 4.1 to this Current Report on Form8-K and is incorporated by reference herein.
| Item 3.03 | Material Modification to Rights of Security Holders. |
The disclosure set forth in Item 1.01 of this Current Report on Form8-K is incorporated by reference into this Item 3.03.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| | |
| Exhibit No. | | Description |
| |
| 4.1 | | Amendment No. 1 to the Rights Agreement, dated as of May 29, 2018, between Essendant Inc. and Equiniti Trust Company, as rights agent |
EXHIBIT INDEX
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.
| | | | | | |
| | | | ESSENDANT INC. |
| | |
| Date: May 29, 2018 | | | | /s/ Brendan McKeough |
| | | | Brendan McKeough Senior Vice President, General Counsel and Secretary |
