Saks 8-K 2009
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): December 9, 2009
12 East 49th Street, New York, New York 10017
Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.>
Reference is made to the Rights Agreement (the “Rights Agreement”), dated as of November 25, 2008, by and between Saks Incorporated (the “Company”) and The Bank of New York Mellon, as Rights Agent (the “Rights Agent”) (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 26, 2008). On December 14, 2009, the Company and the Rights Agent entered into an amendment (the “Amendment”) to the Rights Agreement. Pursuant to the Amendment, the Final Expiration Date of the Rights (each as defined in the Rights Agreement) was advanced from November 26, 2018 to December 14, 2009. As a result of the Amendment, as of the close of business on December 14, 2009, the Rights will no longer be outstanding and will not be exercisable and the Rights Agreement will terminate and be of no further force and effect.
The Amendment is filed as Exhibit 4.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
Item 3.03. Material Modification to Rights of Security Holders.
See the information set forth under “Item 1.01. Entry into a Material Definitive Agreement” of this Current Report on Form 8-K, which is incorporated by reference into this Item 3.03.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 9, 2009, the Company’s Board of Directors, following the recommendation of the Company’s Corporate Governance Committee, adopted amendments to the Company’s Amended and Restated Bylaws (the “Bylaws”). The following is a summary of the material amendments made to the Bylaws, which is qualified in its entirety by reference to the full text of the Bylaws (as amended) that are filed as Exhibit 3.1 to this Current Report on Form 8-K, which by this reference is incorporated herein as if copied verbatim:
Item 7.01. Regulation FD Disclosure.
On December 14, 2009, the Company issued the press release, which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and that is incorporated by reference into this Item, announcing the execution of the Amendment to the Rights Agreement and the amendments to the Bylaws.
Item 9.01. Financial Statements and Exhibits.
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.