Panera Bread Company (NASDAQ:PNRA) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item5.03
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Amendments to Articles of Incorporation Or Bylaws. |
On April4, 2017, the board of directors of Panera Bread Company,
a Delaware corporation (the Company or Panera), amended,
effective immediately, the Companys Third Amended and Restated
By-laws (theBy-laws) to add Article
VII, which provides that, unless the Company consents in writing
to the selection of an alternative forum, the sole and exclusive
forum for (a)any derivative action or proceeding brought on
behalf of the Company, (b)any action or proceeding asserting a
claim of breach of a fiduciary duty owed by any director, officer
or other employee or agent of the Company to the Company or the
Companys shareholders or debtholders, (c)any action or proceeding
asserting a claim against the Company or any director, officer or
other employee or agent of the Company arising to any provision
of the General Corporation Law of the State of Delaware or the
Amended and Restated Certificate of Incorporation of the Company
or the By-laws (in each case, as they may be amended from time to
time), or (d)any action asserting a claim against the Company or
any director, officer or other employee or agent of the Company
governed by the internal affairs doctrine or other internal
corporate claim as defined in Section115 of the General
Corporation Law of the State of Delaware, will be a state court
located within the State of Delaware (or, if no state court
located within the State of Delaware has jurisdiction, the
federal district court for the District of Delaware).
The foregoing
description of the By-laws is qualified in its entirety by
reference to the full text of the By-laws of the Company attached
hereto as Exhibit 3.1 and incorporated herein by
reference.
| Item8.01 | Other Events. |
On April5, 2017,
Panera and JAB Holdings B.V. (JAB), a private limited liability
company incorporated under the laws of the Netherlands, issued a
joint press release announcing their entry into a definitive
merger agreement. A copy of the press release is filed as Exhibit
99.1 to this report and incorporated herein by reference.
Additional
Information and Where to Find It
This communication
relates to the proposed merger involving Panera, Rye Parent Corp.
(Parent), Rye Merger Sub, Inc., and JAB. In connection with the
proposed merger, Panera and Parent intend to file relevant
materials with the SEC, including Paneras proxy statement on
Schedule 14A (the Proxy Statement). This communication does not
constitute an offer to sell or the solicitation of an offer to
buy any securities or a solicitation of any vote or approval, and
is not a substitute for the Proxy Statement or any other document
that Panera may file with the SEC or send to its stockholders in
connection with the proposed merger. STOCKHOLDERS OF PANERA ARE
URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC,
INCLUDING THE PROXY STATEMENT, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors
and security holders will be able to obtain the documents free of
charge at the SECs web site, http://www.sec.gov and Panera
stockholders will receive information at an appropriate time on
how to obtain transaction-related documents for free from
Panera.
Participants in the
Solicitation
Panera, Parent and
their respective directors and executive officers may be deemed
to be participants in the solicitation of proxies from the
holders of Common Stock in respect of the proposed merger.
Information about the directors and executive officers of Panera
is set forth in the proxy statement for Paneras 2016 Annual
Meeting of stockholders, which was filed with the SEC on April15,
2016, and in Paneras Annual Report on Form 10-K for the fiscal
year ended December27, 2016, which was filed with the SEC on
February22, 2017. Other information regarding the participants in
the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, will be
contained in the Proxy Statement and other relevant materials to
be filed with the SEC in respect of the proposed transaction when
they become available.
Cautionary
Statements Regarding Forward-Looking Information
Certain statements
contained in this communication and in our public disclosures,
whether written or oral, relating to future events or our future
performance, including any discussion, expressed or implied,
regarding our
anticipated
growth, operating results, future earnings per share, plans,
objectives, the impact of our investments in sales-building
initiatives and operational capabilities on future sales and
earnings, contain forward-looking statements within the meaning
of Section27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended.
These statements are often identified by the words believe,
positioned, estimate, project, target, plan, goal, assumption,
continue, intend, expect, future, anticipate, and other similar
expressions, whether in the negative or the affirmative, that are
not statements of historical fact.
These
forward-looking statements are not guarantees of future
performance and involve certain risks, uncertainties, and
assumptions that are difficult to predict, and you should not
place undue reliance on our forward-looking statements. Our
actual results and timing of certain events could differ
materially from those anticipated in these forward-looking
statements as a result of certain factors, including, but not
limited to: the risk that Paneras shareholders do not approve the
merger; uncertainties as to the timing of the merger; the
conditions to the completion of the merger may not be satisfied,
or the regulatory approvals required for the merger may not be
obtained on the terms expected or on the anticipated schedule;
the parties ability to meet expectations regarding the timing,
completion and accounting and tax treatments of the merger; the
occurrence of any event, change or other circumstance that could
give rise to the termination of the merger agreement; the effect
of the announcement or pendency of the merger on Paneras business
relationships, operating results, and business generally; risks
that the merger disrupts current plans and operations of Panera
and potential difficulties in Paneras employee retention as a
result of the merger; risks related to diverting managements
attention from Paneras ongoing business operations; the outcome
of any legal proceedings that may be instituted against Panera
related to the merger agreement or the merger; the amount of the
costs, fees, expenses and other charges related to the merger;
and other factors discussed from time to time in our reports
filed with the Securities and Exchange Commission, including our
Annual Report on Form 10-K for the fiscal year ended December27,
2016. All forward-looking statements and the internal projections
and beliefs upon which we base our expectations included in this
release are made only as of the date of this release and may
change. While we may elect to update forward-looking statements
at some point in the future, we expressly disclaim any obligation
to update any forward-looking statements, whether as a result of
new information, future events, or otherwise. Readers are
cautioned not to place undue reliance on these forward-looking
statements that speak only as of the date hereof.
| Item9.01 | Financial Statements and Exhibits. |
| (d) | The following exhibits are filed with this report. |
|
Exhibit No. |
DescriptionofExhibit |
|
| 3.1 |
Third Amended and Restated By-laws of Panera Bread Company, as amended |
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| 99.1 |
Joint Press Release by Panera Bread Company and JAB Holdings B.V., dated April5, 2017 |
About Panera Bread Company (NASDAQ:PNRA)
Panera Bread Company (Panera) is a food service provider. Panera is a national bakery-cafe concept with approximately 1,970 Company-owned and franchise-operated bakery-cafe locations in over 45 states, the District of Columbia, and Ontario, Canada. The Company operates through three segments: Company Bakery-Cafe Operations, Franchise Operations, and Fresh Dough and Other Product Operations. The Company’s menu groups are daily baked goods, including a range of freshly baked bagels, breads, muffins, scones, rolls, and sweet goods, made-to-order sandwiches on freshly baked breads, soups, freshly prepared and hand-tossed salads, pasta dishes, and roasted coffees and cafe beverages, such as hot or cold espresso and cappuccino drinks and smoothies. The Company offers Panera Catering, a catering service that provides breakfast assortments, sandwiches, salads, soups, pasta dishes, drinks, and bakery items. Panera Bread Company (NASDAQ:PNRA) Recent Trading Information
Panera Bread Company (NASDAQ:PNRA) closed its last trading session down -8.63 at 274.00 with 2,391,523 shares trading hands.