Panera Bread Company (NASDAQ:PNRA) Files An 8-K Termination of a Material Definitive AgreementItem 1.02
In connection with the closing of the Merger, the Company (i)notified the NASDAQ Stock Market (“NASDAQ”) on the Closing Date of the consummation of the Merger and (ii)requested that NASDAQ file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the ClassA Common Stock under Section12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Trading of ClassA Common Stock on the NASDAQ was suspended as of approximately 9:00 am EST on July18, 2017. The Company intends to file with the SEC a Form 15 requesting the termination of registration of the ClassA Common Stock under Section12(g) of the Exchange Act and the suspension of reporting obligations under Section13 and 15(d) of the Exchange Act.
| Item 1.02 | Material Modification to Rights of Security Holders. |
The information set forth in the section above entitled “Introductory Note” and under Items 2.01 and 5.01 of this Current Report on Form 8-K is incorporated by reference in this Item 1.02.
to the Merger Agreement and subject to the terms and conditions thereof, at the Effective Time, (a)each outstanding stock option and stock appreciation right of the Company was converted into the right to receive a cash amount based on the spread between the Merger Consideration and the exercise price payable per share under such stock option or stock appreciation right, as applicable, (b)each outstanding restricted share of the Company received the same treatment as the Common Stock and, in the case of each of clause (a)and (b), will be paid as soon as reasonably practicable after the Effective Time, net of any applicable withholding taxes. In addition, each outstanding performance award of the Company was cancelled and converted into the right to receive a cash amount based on the greater of target and actual performance determined through the Effective Time.
| Item 1.02 | Change in Control of Registrant. |
The information set forth in the section above entitled “Introductory Note” and under Item 1.02 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 1.02.
As a result of the consummation of the Merger, at the Effective Time, a change of control of Panera occurred and Panera became a wholly owned direct subsidiary of Parent and a wholly owned indirect subsidiary of JAB.
| Item 1.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
In connection with the Merger, effective as of the Effective Time, Larry J. Franklin, Diane Hessan, William W. Moreton, Fred K. Foulkes, D.B.A., Ronald M. Shaich, Mark Stoever, Domenic Colasacco, Thomas E. Lynch, and James D. White, constituting all of the members of the board of directors of Panera (the “Board”) as of immediately prior to the Effective Time, resigned from their roles as directors of Panera. None of these resignations were as a result of any disagreement with Panera, its management or its Board.
At the Effective Time, all of the incumbent officers of the Company immediately prior to the effectiveness of the Merger, continued as officers of the Company.
Following the effectiveness of the Merger, Parent, the sole stockholder of the Company, elected Joachim Creus and Markus Hopmann to the Board as directors of the Company, effective immediately.
| Item 1.02 | Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
At the Effective Time of the Merger, the Company’s certificate of incorporation and by-laws were amended and restated in their entirety. Copies of the Amended and Restated Certificate of Incorporation of the Company and the Fourth Amended and Restated By-laws of the Company are filed as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K, respectively, and are incorporated by reference into this Item 1.02.
On the Closing Date, the Company and JAB Holding Company issued a joint press release announcing the closing of the Merger. A copy of the press release is furnished as Exhibit 99.1 hereto.
Such press release shall not be deemed “filed” for purposes of Section18 of the Exchange Act, or otherwise subject to the liabilities of that section. The information in this Item 1.02, including Exhibit 99.1, shall not be deemed incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 1.02 | Financial Statements and Exhibits |
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Exhibit Number |
Description |
| 2.1 | Agreement and Plan of Merger, dated as of April 4, 2017, by and among Panera Bread Company, JAB Holdings B.V., Rye Parent Corp., and Rye Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to Panera’s Current Report on Form 8-K filed on April 5, 2017). |
| 3.1 | Amended and Restated Certificate of Incorporation of Panera Bread Company |
| 3.2 | Fourth Amended and Restated By-laws of Panera Bread Company |
| 99.1 | Joint Press Release issued by Panera Bread Company and JAB Holding Company, dated July 18, 2017. |
PANERA BREAD CO ExhibitEX-3.1 2 d425559dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PANERA BREAD COMPANY FIRST: The name of the Corporation is Panera Bread Company (hereinafter the “Corporation”). SECOND: The address of the registered office of the Corporation in the State of Delaware is The Corporation Trust Center,…To view the full exhibit click here
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.
