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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
JUNE 21, 1996
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Date of Report (Date of earliest event reported)
PETsMART, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-21888 94-3024325
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
10000 N. 31ST AVENUE, SUITE C-100, PHOENIX, ARIZONA 85051
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(Address of principal executive offices)
(602) 944-7070
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(Registrant's telephone number, including area code)
Page 1 of
Exhibit Index at Page
1.
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ITEM 5. INCREASE IN AUTHORIZED SHARES OF COMMON STOCK; STOCK SPLIT OF COMMON
STOCK
On June 21, 1996, the stockholders of the Company approved an increase,
previously approved by the Board of Directors, in the authorized number of
shares of the Company's Common Stock from 75,000,000 to 250,000,000. A
Certificate of Amendment to the Company's Restated Certificate of Incorporation
was filed with the Secretary of State of Delaware on June 21, 1996.
On July 19, 1996, the Company effected a 2-for-1 split of its common stock
in the form of a dividend to its stockholders of record on July 8, 1996.
Accordingly, the Description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A is amended and restated in its
entirety as follows:
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 250,000,000 shares
of Common Stock, $.0001 par value, and 10,000,000 shares of Preferred Stock,
$.0001 par value.
COMMON STOCK
As of September 1, 1996, there were 105,511,200 shares of Common Stock
outstanding.
The holders of Common Stock are entitled to one vote for each share held of
record on all matters submitted to a vote of the stockholders. The holders of
Common Stock are not entitled to cumulative voting rights with respect to the
election of directors, and as a consequence, minority stockholders will not be
able to elect directors on the basis of their votes alone. Subject to
preferences that may be applicable to any then outstanding Preferred Stock,
holders of Common Stock are entitled to receive ratably such dividends as may be
declared by the Board of Directors out of funds legally available therefor. In
the event of a liquidation, dissolution or winding up of the Company, holders of
the Common Stock are entitled to share ratably in all assets remaining after
payment of liabilities and the liquidation preference of any then outstanding
Preferred Stock. Holders of Common Stock have no preemptive rights and no right
to convert their Common Stock into any other securities. There are no
redemption or sinking fund provisions applicable to the Common Stock. All
outstanding shares of Common Stock are fully paid and nonassessable.
AUTHORIZED BUT UNISSUED PREFERRED STOCK
The Board of Directors has the authority, without further action by the
stockholders, to issue up to 10,000,000 shares of Preferred Stock in one or more
series and to fix the rights, preferences, privileges and restrictions thereof,
including dividend rights, conversion rights, voting rights, terms of
redemption, liquidation preferences, sinking fund terms and the number of shares
constituting any series or the designation of such series. The issuance of
Preferred Stock could adversely affect the voting power of holders of Common
Stock and the likelihood
2.
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that such holders will receive dividend payments and payments upon liquidation
and could have the effect of delaying, deferring or preventing a change in
control of the Company. The Company has no present plan to issue any shares of
Preferred Stock.
DELAWARE ANTI-TAKEOVER LAW AND CERTAIN CHARTER PROVISIONS
The Company is subject to the provisions of Section 203 of the Delaware
General Corporation Law (the "Delaware Law"), an anti-takeover law. In general,
the statute prohibits a publicly held Delaware corporation from engaging in a
"business combination" with an "interested stockholder" for a period of three
years after the date of the transaction in which the person became an interested
stockholder, unless the business combination is approved in a prescribed manner.
For purposes of Section 203, a "business combination" includes a merger, asset
sale or other transaction resulting in a financial benefit to the interested
stockholder, and an "interested stockholder" is a person who, together with
affiliates and associates, owns (or within three years prior, did own) 15% or
more of the corporation's voting stock.
The Company's Restated Certificate of Incorporation also requires that any
action required or permitted to be taken by stockholders of the Company must be
effected at a duly called annual or special meeting of the stockholders and may
be not be effected by written consent. In addition, special meetings of the
stockholders of the Company may be called only by the Chairman, the Chief
Executive Officer or the Board of Directors of the Company. The Certificate of
Incorporation also provides for a classified Board of Directors consisting of
three classes of directors. In addition, the Restated Certificate of
Incorporation provides that the authorized number of directors may be changed
only by resolution of the Board of Directors. These provisions may have the
effect of deterring hostile takeovers or delaying changes in control or
management of the Company.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Common Stock of the Company is
Norwest Bank Minnesota, N.A., South Saint Paul, Minnesota.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
3.1 Certificate of Amendment to Restated Certificate of
Incorporation, filed June 21, 1996 with the Secretary of State
of Delaware.
99.1 Press release announcing stock split.
3.
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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.
PETsMART, INC.
September 9, 1996 By /s/ C. Donald Dorsey
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C. Donald Dorsey
Executive Vice President and
Chief Financial Officer
4.
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INDEX TO FINANCIAL STATEMENTS AND EXHIBITS
Exhibit Sequential
Numbers Description Page number
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3.1 Certificate of Amendment of Restated Certificate of
Incorporation, filed June 21, 1996 with the
Secretary of State of Delaware.
99.1 Press release announcing stock split.
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EXHIBIT 3.1
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STATE OF DELAWARE
PAGE 1
OFFICE OF THE SECRETARY OF STATE
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I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT
OF "PETSMART, INC.", FILED IN THIS OFFICE ON THE TWENTY-FIRST DAY OF JUNE, A.D.
1996, AT 12:30 O'CLOCK P.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS FOR RECORDING.
/s/ EDWARD J. FREEL
[SEAL] ----------------------------------------
EDWARD J. FREEL, SECRETARY OF STATE
AUTHENTICATION:
7997456
DATE:
06-21-96
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CERTIFICATE OF AMENDMENT OF
RESTATED CERTIFICATE OF INCORPORATION OF
PETsMART, INC.
PETsMART, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:
FIRST: The name of the Corporation is PETsMART, Inc.
SECOND: The date on which the Certificate of Incorporation of the
Corporation was originally filed with the Secretary of State of the State of
Delaware is August 11, 1986.
THIRD: The Board of Directors of the Corporation, acting in accordance
with the provisions of Section 141 and 242 of the General Corporation Law of the
State of Delaware, adopted resolutions amending its Restated Certificate of
Incorporation as follows:
The first paragraph of Article IV shall be amended and restated to
read in its entirety as follows:
"The Corporation is authorized to issue two classes of stock to be
designated, respectively, "Common Stock" and "Preferred Stock." The
total number of shares which the Corporation is authorized to issue is
Two Hundred Sixty Million (260,000,000). Two Hundred Fifty Million
(250,000,000) shares shall be Common Stock, each having a per value of
one hundredth of one cent ($0.0001). Ten Million (10,000,000) shares
shall be Preferred Stock, each having a per value of one hundredth of
one cent ($0.0001)."
FOURTH: Thereafter pursuant to a resolution of the Board of Directors
this Certificate of Amendment was submitted to the stockholders of the
Corporation for their approval, and was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 12:30 PM 06/21/1996
960182220 - 2098534
1.
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IN WITNESS WHEREOF, PETsMART, Inc. Has caused this Certificate of Amendment
to be signed by its President and attested to by its Secretary this 21st day of
June, 1996.
PETsMART, Inc.
By: /s/ Mark S. Hansen
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Mark S. Hansen
President
Attest:
/s/ Alan C. Mendelson
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Alan C. Mendelson
Secretary
2.
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EXHIBIT 99.1
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[Letterhead]
FOR IMMEDIATE RELEASE CONTACT: C. DONALD DORSEY
Executive Vice President
(602) 944-7070, extension 2082
KATHY SUEDEL
Investor Relations Manager
(602) 944-7070, extension 2814
PETsMART, Inc. ANNOUNCES
TWO-FOR-ONE STOCK SPLIT
Phoenix, Arizona, June 21, 1996 - Mark S. Hansen, President and Chief Executive
Officer of PETsMART, Inc., announced today that the Company's Board of Directors
has authorized a two-for-one split of its common stock to be effected in the
form of a stock dividend. The record date for the stock dividend will be July 8,
1996. Certificates evidencing the new shares will be issued on the payment date
of July 19, 1996.
PETsMART, Inc. is the leading operator of superstores specializing in pet food,
supplies and services in the United States. PETsMART currently operates 295
superstores in 33 states.
PETsMART's stock is traded over the counter on the Nasdaq Stock Market under the
Symbol PETM.
