FRED’S, INC. (NASDAQ:FRED) Files An 8-K Entry into a Material Definitive Agreement

FRED’S, INC. (NASDAQ:FRED) Files An 8-K Entry into a Material Definitive Agreement

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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On May 30, 2017, Fred’s, Inc. (the “Company“) entered
into Amendment No. 1 (the “Amendment“) to the Rights
Agreement, dated as of December 26, 2016, between Fred’s, Inc.
and American Stock Transfer Trust Company, LLC, as rights
agent.
The Amendment accelerates the expiration of the Company’s
preferred share purchase rights (the “Rights“) from
5:00 P.M., New York City time on June 26, 2019 to 5:00 P.M.,
New York City time on May 30, 2017, and has the effect of
terminating the Rights Agreement on that date. At the time of
the termination of the Rights Agreement, all of the Rights
distributed to holders of the Company’s common stock to the
Rights Agreement will expire.
The foregoing is a summary of the terms of the Amendment. The
summary does not purport to be complete and is qualified in its
entirety by reference to the Amendment, a copy of which is
attached as Exhibit 4.1 and incorporated herein by reference.
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
The information set forth under Item 1.01 is incorporated
herein by reference.
ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.
The information set forth under Item 1.01 is incorporated
herein by reference.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS;
CHANGE IN FISCAL YEAR.
In connection with the adoption of the Rights Agreement, on
December 27, 2016, the Company filed an Articles of Amendment
to its Charter with the Secretary of State of the State of
Tennessee setting forth the rights, powers and preferences of
the Series B Junior Participating Preferred Stock issuable upon
exercise of the Rights (the “Series B Preferred
Shares
“).
Promptly following the expiration of the Rights and the
termination of the Rights Agreement, the Company will file an
Articles of Amendment (the “Elimination Articles of
Amendment
“) with the Secretary of State of the State of
Tennessee eliminating the Series A Junior Participating
Preferred Stock and the Series B Preferred Shares and returning
them to authorized but undesignated shares of the Company’s
preferred stock.
The foregoing is a summary of the terms of the Elimination
Articles of Amendment. The summary does not purport to be
complete and is qualified in its entirety by reference to the
Elimination Articles of Amendment, a copy of which is attached
as Exhibit 3.1 and incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit
No.
Description
3.1
Articles of Amendment to the Charter of Fred’s, Inc.,
dated May 30, 2017
4.1
Amendment No. 1 to the Rights Agreement, dated as of May
30, 2017, between Fred’s, Inc. and American Stock
Transfer Trust Company, LLC, as Rights Agent


About FRED’S, INC. (NASDAQ:FRED)

Fred’s, Inc. (Fred’s) is engaged in the sale of general merchandise through its retail discount stores and full service pharmacies. The Company sells general merchandise to its over 20 franchisees. The Company has approximately 660 retail stores, over 370 pharmacies, and approximately three specialty pharmacy facilities located in over 15 states mainly in the Southeastern United States. The Company is licensed to dispense pharmaceuticals in approximately 50 states. The Company operates approximately 640 company-owned stores, including over 60 express stores (or Xpress stores). Fred’s is a combination of pharmacy, dollar store and mass merchant strategically located in smaller markets. It offers various product categories, including consumables, such as tobacco, food and beverage, prescription pharmaceuticals, paper and cleaning supplies, pet supplies, health and beauty aids, and discretionary products, such as home decor, seasonal merchandise, auto and hardware, and lawn and garden.

FRED’S, INC. (NASDAQ:FRED) Recent Trading Information

FRED’S, INC. (NASDAQ:FRED) closed its last trading session down -0.29 at 13.60 with 308,449 shares trading hands.

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