Central Garden & Pet Company 8-K 2012
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant To Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 13, 2012
Central Garden & Pet Company
(Exact name of registrant as specified in its charter)
Registrants telephone number, including area code (925) 948-4000
(Former name or former address if changed since last report)
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 (see General Instruction A.2. below):
On February 13, 2012, Central Garden & Pet Company (the Company) entered into a supplemental indenture (the Supplemental Indenture) with certain subsidiaries of the Company that are guarantors and Wells Fargo Bank, National Association, as trustee, in connection with the Companys offering of $50 million of its 8.25% senior subordinated notes due 2018 (the Notes) in a private placement. The Notes are part of a series of notes issued by the Company on March 8, 2010 and are substantially identical to the previously issued notes, except for the issue date, issue price, first interest payment date and transfer restrictions. A copy of the Supplemental Indenture is filed as Exhibit 4.1 hereto.
In connection with the offering of the Notes, the Company has agreed pursuant to a Registration Rights Agreement, dated as of February 13, 2012 (the Registration Rights Agreement), among the Company and the initial purchasers of the Notes (the Initial Purchasers), to use its reasonable best efforts to register the Notes under the Securities Act of 1933, as amended (the Securities Act), so as to allow holders of the Notes to exchange the Notes for the same principal amount of new notes (the Exchange Notes) with substantially identical terms, except that the Exchange Notes will generally be freely transferable under the Securities Act. In addition, the Company agreed to file, under certain circumstances, a shelf registration statement to cover resales of the Notes. If the Company fails to satisfy these obligations and its other obligations as set forth in the Registration Rights Agreement, it will be required to pay additional interest to the holders of the Notes. A copy of the Registration Rights Agreement is filed as Exhibit 10.1 hereto.
The information under Item 1.01 is incorporated herein by reference.
Fiscal 2011 Bonus Determinations
On February 14, 2012, the Compensation Committee of the Board of Directors of Central Garden & Pet Company (the Company) approved bonus payments to each of the Companys named executive officers in respect of fiscal 2011. This bonus compensation information was not included in the Summary Compensation Table included in the Companys Proxy Statement for its 2012 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on January 9, 2012 (the Proxy Statement), because the amount of the bonuses had not been determined at the time of filing the Proxy Statement. In accordance with Item 5.02(f), the table below updates the Bonus and Total columns in the fiscal 2011 summary compensation table for the named executive officers previously set forth in the Proxy Statement. No other amounts have changed.
SUMMARY COMPENSATION TABLE
The fiscal bonus was paid in shares of Class A Common Stock based on the $9.28 per share closing price of the Companys Class A Common Stock on February 14, 2012, rounded down to the nearest whole share.
Amendment to 2003 Omnibus Equity Incentive Plan
At the 2012 Annual Meeting of stockholders of the Company on February 13, 2012 (the Annual Meeting), the stockholders approved the amendment of the Companys 2003 Omnibus Equity Incentive Plan (the 2003 Omnibus Equity Incentive Plan). The 2003 Omnibus Equity Incentive Plan permits grants of stock options, stock appreciation rights, restricted stock awards, performance unit awards and performance share awards to eligible participants. More details regarding the 2003 Omnibus Equity Incentive Plan are included in the Companys definitive proxy statement for its Annual meeting and are incorporated herein by reference. A copy of the Plan as amended and restated is attached hereto as Exhibit 10.2.
On February 13, 2012, at the Annual Meeting, the following proposals were submitted to the stockholders:
For more information about the foregoing proposals, see the Companys proxy statement dated January 9, 2012, the relevant portions of which are incorporated herein by reference. Holders of the Companys Common Stock are entitled to one vote per share and holders of the Companys Class B Stock are entitled to the lesser of ten votes per share or 49% of the total number of votes of Common Stock and Class B Stock which are voted for a director or on a proposal. Holders of the Companys Common Stock and holders of the Companys Class B Stock vote together as a single class on all matters (including the election of directors) submitted to a vote of stockholders, unless otherwise required by law. The number of votes cast for and against and the number of abstentions and non-votes with respect to each matter voted upon are set forth below:
The following individuals were elected to serve as directors until the Companys next annual meeting and until their respective successors are elected and qualified by the votes set forth in the following table:
The appointment of Deloitte & Touche LLP as the Companys independent registered public accounting firm for fiscal year 2012 was ratified, by the votes set forth in the following table:
The stockholders approved an amendment to the 2003 Omnibus Equity Incentive Plan, by the votes set forth in the following table:
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.
Dated: February 15, 2012