This excerpt taken from the BBY 8-K filed Jan 19, 2010.
Item 8.01 Other Events.
At its meeting held on January 13, 2010, the Board of Directors (the Board) of Best Buy Co., Inc. took the following actions effective immediately:
Appointment of Lead Independent Director and Adoption of Changes to the Corporate Governance Principles
On January 13, 2010, following the recommendation of the Nominating, Corporate Governance and Public Policy Committee (the Nominating Committee) of the Board, the Board created the position of Lead Independent Director by implementing changes to the Corporate Governance Principles. The Board appointed Matthew H. Paull, an independent director, to serve as Lead Independent Director for a term commencing after the June 23, 2010, Regular Meeting of Shareholders and lasting through the Regular Meeting of Shareholders in June 2011. It is anticipated that Mr. Paull will continue to serve as a member of the Audit and Finance and Investment Policy Committees of the Board.
The Board also adopted a resignation policy for directors who do not receive a majority of the votes cast in an election.
The Corporate Governance Principles as amended are attached as Exhibit 99.
Declaration of Financial Expert Status for Audit Committee Members
On January 13, 2010, following the recommendation of the Nominating Committee, the Board determined that Mr. Hatim A. Tyabji qualifies as an audit committee financial expert as defined in the Securities Exchange Act of 1934. Currently, all members of the Audit Committee of the Board qualify as audit committee financial experts.
This excerpt taken from the BBY 8-K filed Dec 18, 2009.
Item 8.01 Other Events.
As reported in a news release on December 18, 2009, Best Buy Co., Inc. announced program enhancements and membership changes to its Reward Zone customer loyalty program in the U.S. The news release issued on December 18, 2009, is furnished as Exhibit No. 99 to this Current Report on Form 8-K.
Best Buy Co., Inc.s Annual Report to Shareholders and its reports on Forms 10-K, 10-Q and 8-K and other publicly available information should be consulted for other important information about the registrant.
Some of the matters discussed in this Current Report on Form 8-K (including Exhibit 99) constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements other than those made solely with respect to historical fact and are based on the intent, belief or current expectations of the registrant and its management. The registrants business and operations are subject to a variety of risks and uncertainties that might cause actual results to differ materially from those projected by any forward-looking statements. Factors that could cause such differences include, but are not limited to, those factors set forth in the press release attached hereto as Exhibit 99 and the risk factors set forth in the registrants filings with the SEC, which includes Item 1A, Risk Factors, of our Annual Report on Form 10-K for the fiscal year ended February 28, 2009.
This excerpt taken from the BBY 8-K filed Dec 16, 2008.
Item 8.01 Other Events.
As reported in the registrants December 16, 2008, news release, the registrant reported the following financial results for its fiscal third quarter ended November 29, 2008:
Third-Quarter Performance Summary
(U.S. dollars in millions, except per share amounts)
In addition, as reported in the news release, on December 15, 2008, the registrant began offering an enhanced voluntary separation package to nearly all of its corporate employees, which will be offered until January 5, 2009. Depending on the outcome of the enhanced voluntary separation program, involuntary reductions may also be required.
Finally, the registrant announced its plans to reduce capital spending in fiscal 2010 by approximately 50%, or a reduction of approximately $600 million, compared with $1.2 billion in projected capital expenditures in fiscal 2009. In addition, the registrants goal is to reduce certain selling, general and administrative expenses (SG&A) in fiscal 2010 with SG&A not expected to grow by more than 2%, excluding the annualization of Best Buy Europe.
Some of the matters discussed in this Current Report on Form 8-K (including Exhibit 99) constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements other than those made solely with respect to historical fact and are based on the intent, belief or current expectations of the registrant and its management. The registrants business and operations are subject to a variety of risks and uncertainties that might cause actual results to differ materially from those projected by any forward-looking statements. Factors that could cause such differences include, but are not limited to, those factors set forth in the press release attached hereto as Exhibit 99 and the risk factors set forth in the registrants
filings with the SEC, which includes Item 1A, Risk Factors, of our Annual Report on Form 10-K for the fiscal year ended March 1, 2008.
This excerpt taken from the BBY 8-K filed Nov 12, 2008.
ITEM 8.01 Other Events.
To provide additional working capital flexibility to the registrants operations in Canada and Europe, certain of the registrants subsidiaries obtained increases to amounts available under existing revolving facilities.
With respect to the registrants Canada operations, Best Buy Canada Ltd. obtained a C$50 million (or $42 million using the exchange rate in effect on November 7, 2008) seasonal increase in addition to its existing C$50 million revolving demand facility. This uncommitted seasonal increase is available through December 31, 2008.
With respect to the registrants Europe operations, the £350 million facility agreement among the registrant, Best Buy Europe Distributions Limited and The Carphone Warehouse Group PLC was amended. The amendment increased the facility from £350 million to £475 million (or $553 million to $750 million using the exchange rate in effect on November 7, 2008). The facility terminates in March 2013, and 50% of the amount outstanding is guaranteed by the registrant.
This excerpt taken from the BBY 8-K filed Sep 15, 2008.
Item 8.01 Other Events
On September 15, 2008, Best Buy Co., Inc., a Minnesota corporation (Best Buy) and Napster, Inc., a Delaware corporation (Napster) announced that they had entered into an Agreement and Plan of Merger (the Merger Agreement), dated as of September 14, 2008, by and among Best Buy, Puma Cat Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Best Buy (Purchaser), and Napster. The total transaction value will be approximately $121 million (or $54 million net of approximately $67 million in cash and short-term investments of Napster as of June 30, 2008). The joint press release announcing the execution of the Merger Agreement is attached hereto as Exhibit 99.1.
Pursuant to the Merger Agreement, and subject to the conditions set forth therein, Purchaser will commence a cash tender offer to acquire all of Napsters issued and outstanding shares of common stock, par value $0.001 per share, and all stock purchase rights associated with such shares (collectively, the Shares), at a price of $2.65 per share, without any interest or accrued dividends, net to the seller in cash (the Offer). Following completion of the Offer, Purchaser will be merged with and into Napster, with Napster as the surviving corporation and a wholly-owned subsidiary of Best Buy (the Merger). In the Merger, each outstanding Share (other than Shares held by Purchaser or Best Buy, treasury Shares, which will be cancelled, and Shares held by stockholders, if any, who properly exercise appraisal rights) will be converted into the right to receive the cash amount payable in the Offer without interest. The Offer and the Merger are subject to the satisfaction of customary closing conditions, including, among others, a condition to the Offer that the number of shares validly tendered and not properly withdrawn before the expiration date of the Offer represent, together with any Shares owned, directly or indirectly, by Best Buy, in the aggregate, more than fifty percent (50%) of the outstanding Shares on a fully-diluted basis on the date of purchase, and the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvement Act of 1976.
In the Merger Agreement, Napster granted to Purchaser an irrevocable option (the Top-Up Stock Option) to purchase a number of newly-issued Shares that, when added to the number of Shares collectively owned by Best Buy and Purchaser immediately following the completion of the Offer, equals one share more than 90% of the issued and outstanding Shares (assuming the issuance of the Shares issued upon exercise of the Top-Up Stock Option), at a purchase price per share equal to the price paid per Share in the Offer. The Top-Up Stock Option may only be exercised if exercise thereof will result in the ownership by Best Buy and Purchaser of one share more than 90% of the issued and outstanding Shares. The Top-Up Stock Option cannot be exercised if the number of Shares to be issued would exceed the number authorized in Napsters certificate of incorporation or require the approval of Napster stockholders under applicable law or under the regulations of the Nasdaq Stock Market.
The Merger Agreement contains certain termination rights for each of Best Buy, Purchaser and Napster, and further provides that, upon termination of the Merger
Agreement under certain circumstances, Napster would be required to pay to Best Buy a termination fee of $3 million.
In connection with the transactions contemplated by the Merger Agreement, Best Buy and Purchaser entered into a Shareholder Support Agreement with each of Napsters directors and certain officers, pursuant to which such individuals, in their capacities as stockholders, have agreed to tender their Shares pursuant to the Offer and vote in favor of the Merger. Such stockholders in the aggregate beneficially own Shares that are eligible to be tendered in the Offer representing approximately 1.4% of the Shares outstanding (Shares held by such stockholders that may be voted in favor of the Merger represent approximately 5.9% of the Shares outstanding).
The foregoing descriptions of the Merger Agreement and the Shareholder Support Agreement and the transactions contemplated thereby are qualified in their entirety by reference to the Merger Agreement and the Shareholder Support Agreement, which are attached hereto as Exhibits 2.1 and 2.2, respectively, and incorporated herein by reference.
The Offer has not yet commenced, and this report is not an offer to buy or the solicitation of an offer to sell any securities. The Offer will be made only pursuant to an offer to purchase and related materials that Best Buy intends to file with the U.S. Securities and Exchange Commission (the SEC) on Schedule TO. Napster also intends to file a solicitation/recommendation statement on Schedule 14D-9 with respect to the Offer. Napster stockholders and other investors should read these materials carefully because they contain important information, including the terms and conditions of the Offer. Napster stockholders and other investors will be able to obtain copies of these materials without charge from the SEC through the SECs Web site at www.sec.gov, from the Information Agent named in the tender offer documents, from Best Buy (with respect to documents filed by Best Buy with the SEC), or from Napster (with respect to documents filed by Napster with the SEC).
This excerpt taken from the BBY 8-K filed Jun 12, 2008.
ITEM 8.01 OTHER EVENTS
As reported on its Current Report on Form 8-K and Form 8-K/A filed with the U.S. Securities and Exchange Commission on May 8, 2008 and May 13, 2008, respectively (collectively, the Previous Reports), Best Buy Co., Inc. (Best Buy or the registrant) entered into a Sale and Purchase Agreement, dated May 7, 2008, with The Carphone Warehouse Group PLC (The Carphone Warehouse), a company registered in England and Wales; CPW Retail Holdings Limited (CPW Retail), a company registered in England and Wales and a wholly-owned subsidiary of The Carphone Warehouse; and Best Buy Distributions Limited (BBY Acquisition Co.), a company registered in England and Wales and a wholly-owned subsidiary of Best Buy.
Under the terms of the Sale and Purchase Agreement, The Carphone Warehouse and CPW Retail will contribute certain assets and liabilities into a newly-formed company registered in England and Wales which is expected to be named CPW Distribution Holdings Limited (CPWDH) in exchange for all of the ordinary shares of CPWDH. BBY Acquisition Co. will purchase 50% of such ordinary shares of CPWDH from The Carphone Warehouse for an aggregate purchase price of £1,088 million (equal to approximately $2,142 million).
A condition to closing the transaction is the approval of The Carphone Warehouses shareholders at an extraordinary general meeting scheduled to be held on June 30, 2008. The directors of The Carphone Warehouse, who hold approximately 54% of the outstanding voting shares, have unanimously agreed to vote in favor of the resolution to approve the transactions contemplated by the Sale and Purchase Agreement at the extraordinary general meeting. The proposed circular describing the transaction with Best Buy and notice of extraordinary general meeting was distributed to The Carphone Warehouses shareholders on June 12, 2008. Also on June 12, 2008, The Carphone Warehouse released its preliminary financial results for its fiscal year ended March 29, 2008.
As reported in the circular and release described above, The Carphone Warehouses retail (distribution) business, which is the business to be contributed to CPWDH, generated revenues of £3,116 million (approximately $6,256 million), gross profit of £982 million (approximately $1,972 million) and operating profit of £174 million (approximately $349 million) for the fiscal year ended March 29, 2008.
In addition, the circular included a carve-out of the assets and liabilities to be contributed to CPWDH. This showed at March 29, 2008, (i) total assets of £1,642 million (approximately $3,285 million), including inventories of £211 million (approximately $422 million), trade and other receivables of £634 million (approximately $1,268 million) and property, plant and equipment of £185 million (approximately $370 million) and (ii) total liabilities of £928 million (approximately $1,856 million), including trade and other payables of £687 million (approximately $1,374 million). The above figures are reported under International Financial Reporting Standards as issued by the International Accounting Standards Board and have not been reconciled to accounting principles generally accepted in the United States.
Upon approval of the transaction by The Carphone Warehouses shareholders and if all other conditions to closing are satisfied, the transaction is expected to be consummated on June 30, 2008. The effective acquisition date for accounting purposes is expected to be the close of business June 28, 2008, the end of The Carphone Warehouses fiscal first quarter.
The contents of the Previous Reports are incorporated by reference into this Item 8.01.
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.