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): November 29, 2006
SOURCE INTERLINK COMPANIES, INC.
(Exact name of registrant as specified in this charter)
Delaware 001-13437 20-2428299
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
27500 Riverview Center Blvd., Suite 400, Bonita Springs, FL 34134
(Address of Principal Executive Offices and Zip Code)
Registrant's Telephone Number, including area code: (239) 949-4450
Not applicable
(Former Name or Former Address, if Changes Since Last Report)
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 1.01 -- ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On November 29, 2006, the Board of Directors (the "Board") of Source
Interlink Companies, Inc. (the "Company") exercised the authority granted to it
in the bylaws of the Company and reduced the number of members of the Board from
11 to 9.
On November 30, 2006, the Company entered into a letter agreement AEC
Associates, L.L.C., the holder of approximately 35% of the Company's outstanding
common stock ("AEC"), amending the terms of a Stockholder's Agreement dated
February 28, 2005 between the Company and AEC (the "Stockholder Agreement"). A
copy of the letter agreement is filed with this report as Exhibit 4.1 and is
incorporated herein by reference. The summary of the letter agreement set forth
below is qualified in its entirety by reference to the text of the letter
agreement. The Stockholder Agreement referenced was filed as Exhibit 4.4 to the
Company's Current Report on Form 8-K filed with the Securities and Exchange
Commission ("SEC") on March 4, 2005.
The letter agreement amended the Stockholder's Agreement to eliminate
and delete provisions deemed infeasible in light of the reduced Board size,
including:
- The classification of Board members as "Source Designated
Directors," "Company Designated Directors," or "Stockholder
Designated Directors;"
- A requirement that, until such time as AEC (together with its
members and affiliates acting as a group) no longer owns an
aggregate of at least 10% of the Company's outstanding common stock,
each standing committee of its board to include at least one
director designated by AEC and be comprised of a majority of
directors designated by the Company; and,
- The right of AEC to designate an individual (or individuals) of its
choice for election by the Board for any seat that is last occupied
or vacated by a director designated by Alliance or AEC Associates,
except if such designation would result in the director designated
by AEC Associates having a disproportionate board representation to
AEC's (together with its members and affiliates) ownership of the
Company's common stock.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS.
(b) On November 29, 2006, A. Clinton Allen resigned from his position
as a Class III director of the Company. Mr. Allen's term was to expire at the
2007 Annual Meeting of Stockholders, currently scheduled to be held on August
28, 2007. At the time of his resignation, Mr. Allen served as Chairman of the
Nominating and Corporate Governance Committee and as a member of the
Compensation Committee.
On November 29, 2006, Aron S. Katzman informed the Company of his
decision not to stand for re-election as a director of the Company. Mr. Allen's
term will expire at the 2006 Annual Meeting of Stockholders to be held on
January 29, 2007. Mr. Katzman will continue to serve as Chairman of the
Compensation Committee and as a member of the Audit Committee until his
successor has been elected.
A copy of the press release issued November 30, 2006 (the "Press
Release") announcing Mr. Allen's resignation is filed as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by this reference.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.
On November 29, 2006, the Board adopted an amendment to the Company's
bylaws pursuant to which:
- The Board vote required to fix the number of directors was reduced
from 75% to a majority;
- The designation of directors as "Source Designated Directors,"
"Company Designated Directors," or "Stockholder Designated
Directors" was eliminated;
- The right of AEC to designate directors and the right of certain
directors to fill vacancies was eliminated; and
- The Board vote required to approve a change in control of the
Company or amendment to the Company's bylaws
was reduced from 75% to a majority.
A copy of Amendment No. 1 to the Amended and Restated Bylaws of the Company is
filed with this report as Exhibit 3.10.1 and is incorporated herein by
reference. The summary of the letter agreement set forth below is qualified in
its entirety by reference to the text of the amendment. The Company's Amended
and Restated Bylaws were filed as Exhibit 3.10 to the Company's Current Report
on Form 8-K filed with the Securities and Exchange Commission ("SEC") on March
4, 2005.
ITEM 8.01 -- OTHER EVENTS.
On November 30, 2006, the Company issued the Press Release announcing,
among other things, that its fiscal 2006 Annual Meeting of Stockholders will be
held on January 29, 2007 at 9:00 a.m. Eastern time, at the Company's principal
executive offices at 27500 Riverview Center Blvd., Bonita Springs, Florida
34134, that stockholders of record as of the close of business on December 7,
2006 will be entitled to vote on matters considered at the meeting and that
notice of stockholder proposals must be received on or before December 10, 2006
for inclusion in the Company's proxy statement or submission at the annual
meeting. The Press Release also announced that the Company had acted to reduce
the number of directors constituting the Board from 11 to 9.
A copy of the Press Release is filed as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated herein by this reference.
ITEM 9.01 -- FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
3.10.1 Amendment No. 1 to the Amended and Restated Bylaws of Source
Interlink Companies, Inc.
4.1 Letter Agreement dated November 30, 2006 between Source
Interlink Companies, Inc. and AEC Associates, L.L.C.
99.1 Press Release dated November 30, 2006
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 thereunto duly authorized.
Date: November 30, 2006
SOURCE INTERLINK COMPANIES, INC.
By: /s/ Marc Fierman
------------------------------
Marc Fierman
Executive Vice President and
Chief Financial Officer
-3-
EXHIBIT INDEX
3.10.1 Amendment No. 1 to the Amended and Restated Bylaws of Source
Interlink Companies, Inc.
4.1 Letter Agreement dated November 30, 2006 between Source
Interlink Companies, Inc. and AEC Associates, L.L.C.
99.1 Press Release dated November 30, 2006