Current Report Filing (8-k)
15 9월 2017 - 2:53AM
Edgar (US Regulatory)
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):
September 14, 2017
West
Marine, Inc.
(Exact name of registrant as specified in its charter)
Delaware
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0-22512
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77-0355502
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(State or other
jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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500 Westridge Drive
Watsonville, California 95076
(Address of Principal
Executive Offices, Including Zip Code)
(831) 728-2700
(Registrant’s
Telephone Number, Including Area Code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
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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.
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Introductory Note
On September 14, 2017 (the “Closing Date”), pursuant
to the terms of the Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 29, 2017, by and among
West Marine, Inc., a Delaware corporation (the “Company”), Rising Tide Parent Inc., a Delaware corporation (“Parent”),
and Rising Tide Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Sub”), Parent completed
its acquisition of the Company through the merger of Sub with and into the Company, with the Company surviving the merger as a
wholly-owned subsidiary of Parent (the “Merger”). Parent and Sub are entities affiliated with Monomoy Capital Partners,
a New York-based private equity fund (“Monomoy”).
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Item 1.02.
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Termination of a Material Definitive Agreement.
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On September 14, 2017, in connection with the closing of the
Merger, the outstanding principal amount, together with interest and all other amounts due, under the Amended and Restated Loan
and Security Agreement dated as of August 23, 2010, as amended (the “Loan Agreement”), by and among the Company and
certain of its subsidiaries, as borrowers and guarantors, the lenders that are signatories thereto and Wells Fargo Bank, National
Association (as successor by merger to Wells Fargo Retail Finance, LLC), as agent for the lenders, was repaid in full. Effective
upon receipt of such payment, the Loan Agreement and other related loan documents (except for certain letters of credit issued
under the Loan Agreement) were terminated and are of no further force or effect (except with respect to any obligations and provisions
that survive the termination thereof) and all liens granted in connection with the Loan Agreement and other related loan documents
were released.
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Item 2.01.
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Completion of Acquisition or Disposition of Assets.
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The Merger became
effective at 8:06 a.m. (Eastern time) on the Closing Date, and at such time (the “Effective Time”), each
share of common stock, par value $0.001 per share, of the Company (“Common Stock”) issued and outstanding
immediately prior to the Effective Time (other than shares (i) held in the treasury of the Company or owned of record by any
wholly-owned subsidiary of the Company, Parent or any of its wholly-owned subsidiaries and (ii) held by stockholders who have
not voted in favor of the adoption of the Merger Agreement and who have perfected their statutory right of appraisal in
respect of such shares of Common Stock in accordance with Section 262 of the Delaware General Corporation Law) was cancelled
and converted into the right to receive cash in an amount per share equal to $12.97, without interest (the “Merger
Consideration”).
As of the Effective Time, each outstanding option to purchase
shares of Common Stock, all of which are fully vested, was cancelled and converted into the right to receive payment of an amount
in cash equal to the product of (a) the total number of shares of Common Stock subject to such option, multiplied by (b) the excess
of the Merger Consideration over the exercise price per share subject to such option, without interest. As of the Effective Time,
each outstanding and unvested restricted stock units (“RSUs”), including performance-based stock units or “PSUs,”
held by employees of the Company were cancelled and converted into the right to receive payment
of an amount in cash equal to the product of (i) the Merger Consideration, multiplied by (ii) the total number of shares of Common
Stock subject to such RSUs, without interest (the “Cash Replacement Company RSUs”), which such Cash Replacement Company
RSUs will, subject to the holder’s continued employment with the Company through the applicable vesting dates, vest and be
payable at the same time as the RSUs for such Cash Replacement Company RSUs were exchanged would have vested pursuant to their
terms. As of the Effective time, each outstanding and unvested RSU held by a non-employee director of the Company was fully vested
and cancelled and converted into the right to receive payment of an amount in cash equal to the product of (i) the Merger Consideration,
multiplied by (ii) the total number of shares of Common Stock subject to such RSUs, without interest.
The aggregate Merger Consideration paid was approximately $329.6
million, which, along with fees and expenses related to the Merger, was funded through a combination of (a) common equity
contributions by investment funds affiliated with Monomoy, (b) debt financing provided through the Company’s new credit
facilities and (c) cash on hand from the Company and/or its subsidiaries.
The foregoing description of the Merger and the Merger Agreement
does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1
to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “SEC”)
on June 30, 2017, and is incorporated by reference into this Item 2.01.
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Item 3.01.
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Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
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On the Closing Date, in connection with the consummation of
the Merger, the Company notified The NASDAQ Capital Market (“NASDAQ”) that the Merger had been consummated, and requested
that the trading of Shares on NASDAQ be halted prior to market open on September 14, 2017 and that such trading be suspended and
the listing of the Shares on NASDAQ be removed, in each case, prior to market open on September 15, 2017. In addition, the Company
requested that NASDAQ file with the SEC an application on Form 25 to delist the Shares from NASDAQ and to deregister the Shares
under Section 12(b) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder,
the “Exchange Act”). The Company intends to file with the SEC a Certification and Notice of Termination on Form 15
requesting the deregistration of the Shares under Section 12(g) of the Exchange Act and the suspension of the Company’s reporting
obligations under Sections 13 and 15(d) of the Exchange Act.
The information disclosed in the Introduction and Item 2.01
of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
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Item 3.03.
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Material Modification to Rights of Security Holders.
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The information disclosed in the Introduction, Item 2.01, Item
3.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference to this Item 3.03.
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Item 5.01.
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Change in Control of Registrant.
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As a result of the completion of the Merger, a change of control
of the Company occurred. Upon the consummation of the Merger, the Company became a direct wholly-owned subsidiary of Parent.
The information disclosed in the Introduction, Item 2.01 of
this Current Report on Form 8-K is incorporated by reference to this Item 5.01.
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As contemplated by the Merger Agreement, the directors of Sub
immediately prior to the Effective Time became the directors of the Company following the completion of the Merger. In connection
therewith and pursuant to the Merger Agreement, the directors of the Company immediately prior to the Effective Time will no longer
serve on the board of directors of the Company.
The departure of the former directors was
not a result of any disagreement between the Company and any such directors on any matter relating to the Company’s operations,
policies or practices.
The information disclosed in the Introduction, Item 2.01 of
this Current Report on Form 8-K is incorporated by reference to this Item 5.02.
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Item 5.03.
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Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
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At the Effective Time, (i) the Company’s Amended and Restated
Certificate of Incorporation was amended and restated in its entirety (the “Amended and Restated Certificate of Incorporation”)
as set forth in Exhibit 3.1 to this Current Report on Form 8-K and (ii) Sub’s bylaws, as in effect immediately prior to the
Effective Time became the bylaws of the Company (the “Bylaws”) (except that references to the name of Sub shall be
replaced by references to the name of the Company).
Copies of the Amended and Restated Certificate of Incorporation
and the Bylaws are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, and are incorporated by reference
to this Item 5.03.
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Item 9.01.
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Financial Statements and Exhibits.
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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.
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WEST MARINE, INC.
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Date: September 14, 2017
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By:
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/s/ Pamela J. Fields
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Pamela J. Fields, Secretary
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West Marine (NASDAQ:WMAR)
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