UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): August 2, 2005
PATHMARK STORES, INC.
(Exact name of Registrant as specified in its charter)
Delaware 1-5287 22-2879612
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
200 Milik Street, Carteret, New Jersey 07008
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (732) 499-3000
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 (see General Instruction A.2. below):
[ ] 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))
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Officers.
On August 2, 2005, Tom Dahlen resigned from the Board of Directors (the "Board")
of Pathmark Stores, Inc. (the "Company"). Mr. Dahlen was appointed to the Board
on June 9, 2005 pursuant to the terms of a Securities Purchase Agreement dated
as of March 23, 2005 (the "Purchase Agreement"), among the Company, The Yucaipa
Companies LLC ("Yucaipa"), and certain investment funds affiliated with Yucaipa
(the "Investors") as one of the directors nominated by the Investors.
At the closing of the Purchase Agreement on June 9, 2005, the Company and the
Investors entered into a Stockholders' Agreement. Under the terms of the
Stockholders' Agreement, in the event of a vacancy in a Board seat reserved for
Investor Designated Directors (as defined in the Stockholders' Agreement), the
Investors have the sole right to nominate another individual to serve as an
Investor Designated Director and the Board is required to elect such individual
as soon as possible after his or her nomination. The Company has received a
notice from Yucaipa in its capacity as Investors' Representative (as defined in
the Purchase Agreement) that it has nominated David Jessick to succeed Mr.
Dahlen as an Investor Designated Director, subject to his election by the Board.
Mr. Jessick, who began his career as a Certified Public Accountant, served over
the last 26 years as a senior financial executive for Thrifty Payless Holdings,
Inc., Fred Meyer, Inc. and, most recently, Rite Aid Corporation, where he was
part of the senior management team hired following the discovery of significant
accounting irregularities. Mr. Jessick held the position of Senior Executive
Vice President, Chief Administrative Officer, of Rite Aid Corporation from
December 1999 to July 2002, and then served as a consultant to the chief
executive officer and finance staff until February 2005.
SIGNATURE
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.
PATHMARK STORES, INC.
Date: August 8, 2005 By: /s/ Marc A. Strassler
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Name: Marc A. Strassler
Title: Senior Vice President
and General Counsel