UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 11, 2017 (April 4, 2017)
Panera Bread Company
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 000-19253 | | 04-2723701 |
(State or other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | |
3630 South Geyer Road, Suite 100 St. Louis, MO | | 63127 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code:314-984-1000
Not Applicable
(Former name or former address if changed since last report.)
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:
| ☐ | 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)) |
AMENDMENT NO. 1 EXPLANATORY NOTE
Panera Bread Company, a Delaware corporation (the “Company”) is filing this Amendment No. 1 to its Current Report on Form8-K, originally filed with the Securities and Exchange Commission on April 5, 2017 (the “Original Form8-K”), solely to refile the Third Amended and Restated Bylaws of the Company, as amended, filed as Exhibit 3.1 to correct an error in Exhibit 3.1 to the OriginalForm 8-K. The Third Amended and Restated Bylaws of the Company, as amended, filed with the OriginalForm 8-K did not include certain updates to theby-laws of the Company originally filed with the Securities and Exchange Commission on November 10, 2015.
The corrected Third Amended and Restated Bylaws of the Company, as amended, is filed as Exhibit 3.1 hereto and supersedes and replaces in its entirety the Third Amended and Restated Bylaws of the Company, as amended, filed as Exhibit 3.1 to the OriginalForm 8-K.
This Form8-K/A does not otherwise change or update the disclosure set forth in the Original Form8-K and does not otherwise reflect events after the OriginalForm 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | The following exhibits are filed with this report. |
| | |
Exhibit
No. | | Description of Exhibit |
| |
| 3.1 | | Third Amended and RestatedBy-laws of Panera Bread Company, as amended |
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.
| | | | | | |
| | | | PANERA BREAD COMPANY |
| | | |
| Date: April 11, 2017 | | | | By: | | /s/ Louis DiPietro |
| | | | Name: | | Louis DiPietro |
| | | | Title: | | Senior Vice President, General Counsel |
| | | |
| | | | | | |
EXHIBIT INDEX
| | |
Exhibit
No. | | Description of Exhibit |
| |
| 3.1 | | Third Amended and RestatedBy-laws of Panera Bread Company, as amended |
