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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
Date of Report (Date of earliest event reported): October 27, 1997
PETsMART, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-21888 94-3024325
(Commission File No.) (IRS Employer Identification No.)
19601 NORTH 27TH AVENUE
PHOENIX, AZ 85027
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (602) 580-6100
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ITEM 5. OTHER EVENTS
On October 27, 1997, PETsMART, Inc. (the "Company") announced that it
intended, subject to market and other conditions, to raise $175,000,000
through a private placement of convertible subordinated notes to qualified
institutional investors. On November 7, 1997, the Company announced that it
had completed such offering. See the Company's press releases, attached
hereto as Exhibit 99.1 and Exhibit 99.2, and further discussion under Item 9
below.
ITEM 7. EXHIBITS.
Exhibit 99.1 Press Release, dated October 17, 1997, entitled
"PETsMART, Inc. Announces Proposed Private Placement
of Convertible Subordinated Notes."
Exhibit 99.2 Press Release, dated November 7, 1997, entitled
"PETsMART, Inc. Announces Completion of Private
Placement of Convertible Subordinated Notes."
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
On November 4, 1997, the Company sold $175,000,000 aggregate principal amount
of 6 3/4% Convertible Subordinated Notes due 2004 (the "Notes"), of which
$750,000 aggregate principal amount (the "Regulation S Notes") were sold in
reliance upon Regulation S under the Securities Act of 1933, as amended (the
"Act"). The Notes were sold initially to Donaldson, Lufkin & Jenrette
Securities Corporation and NationsBanc Montgomery Securities, Inc. (the
"Initial Purchasers"). The Initial Purchasers received a discount of 3.0% of
the principal amount of Regulation S Notes purchased, or $22,500. Net
proceeds to the Company for the Regulation S Notes, before deducting offering
expenses, were $727,500.
The offering of the Regulation S Notes was made in reliance on Regulation S
promulgated under the Act, based on the fact that the Company is a reporting
issuer pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended, the offer and sale of the Regulation S Notes was made in
offshore transactions to non-U.S. persons (as defined in Regulation S), and
no direct selling efforts with respect to the Regulation S Notes were made in
the United States by the Company, a distributor, any of their respective
affiliates, or any person acting on behalf of the foregoing.
The initial conversion price of $8.75 per share (equivalent to a conversion
rate of approximately 114.2857 shares per $1,000 principal amount of Notes),
is subject to adjustment in certain events, including: (i) the issuance of
Common Stock as a dividend or distribution on the Common Stock; (ii) the
subdivision, combination or reclassification of the outstanding Common Stock;
(iii) the issuance to all holders of Common Stock of rights or warrants to
purchase Common Stock at a price per share less than the current market price
per share (determined as set forth in the Indenture dated as of November 7,
1997 between the Company and Norwest Bank of Minnesota, N.A., as Trustee (the
"Indenture"); (iv) the distribution of shares of capital stock of the Company
(other than Common Stock), evidences of indebtedness or other assets
(excluding dividends payable exclusively in cash) to all holders of Common
Stock; (v) the issuance of Common Stock for a price per share less than the
current market price per share (determined as set forth in the Indenture) on
the date the Company fixes the offering price of such additional shares
(other than issuances of Common Stock under certain employee benefit plans of
the Company and certain other issuances described in the Indenture and other
than issuances of shares in connection with any acquisition by the Company
with an aggregate purchase price of $15 million or less); (vi) the
distribution, by dividend or otherwise, of cash (excluding any cash portion
of a distribution resulting in an adjustment pursuant to clause (iv) above)
to all holders of Common Stock in an aggregate amount that, combined together
with (A)
1.
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all other distributions of cash that did not trigger a conversion price
adjustment to all holders of Common Stock within the 12 months preceding the
date fixed for determining the shareholders entitled to such distribution
plus (B) any cash and the fair market value of consideration that did not
trigger a conversion price adjustment payable in respect of any tender offer
by the Company or any of its subsidiaries for Common Stock (as described in
clause (vii) below) consummated within the 12 months preceding the date fixed
for determining the shareholders entitled to such distribution, exceeds 15%
of the product of the current market price per share (determined as set forth
in the Indenture) on the date fixed for the determination of shareholders
entitled to receive such distribution multiplied by the number of shares of
Common Stock outstanding on such date; and (vii) the completion of a tender
offer made by the Company or any of its subsidiaries for Common Stock
involving an aggregate consideration that, together with (A) any cash and the
fair market value of any consideration that did not trigger a conversion
price adjustment paid or payable in respect of any previous tender offer by
the Company or any of its subsidiaries for Common Stock consummated within
the 12 months preceding the consummation of such tender offer plus (B) the
aggregate amount of any distribution of cash that did not trigger a
conversion price adjustment (as described in clause (vi) above) to all
holders of Common Stock within the 12 months preceding the consummation of
such tender offer, exceeds 15% of the current market price per share
(determined as set forth in the Indenture) immediately prior to the
expiration of such offer times the number of shares of Common Stock
outstanding at the expiration of such offer. In the event of a distribution
to all or substantially all holders of Common Stock of rights to subscribe
for additional shares of the Company's capital stock (other than those
referred to in clause (iii) above), the Company may, instead of making an
adjustment in the conversion price, make proper provisions so that each
holder of a Note who converts such Notes after the record date for such
distribution and prior to the expiration or redemption of such rights shall
be entitled to receive upon such conversion, in addition to shares of Common
Stock, an appropriate number of such rights. No adjustment of the conversion
price will be made until cumulative adjustments amount to one percent or more
of the conversion price as last adjusted.
The Company, from time to time and to the extent permitted by law, may
reduce the conversion price by any amount for any period of at least 20
business days, in which case the Company shall give at least 15 days notice
of such reduction, if the Board of Directors of the Company has made a
determination that such reduction would be in the best interests of the
Company, which determination shall be conclusive. The Company may, at its
option, make such reductions in the conversion price, in addition to those
set forth above, as the Board of Directors of the Company deems advisable to
avoid or diminish any income tax to holders of Common Stock resulting from
any dividend or distribution of stock (or rights to acquire stock) or from
any event treated as such for United States federal income tax purposes.
In case of any consolidation or merger of the Company with or into any
other corporation, or in the case of any consolidation or merger of another
corporation into the Company in which the Company is the surviving
corporation, involving in either case a reclassification, conversion,
exchange or cancellation of shares of Common Stock, or any sale or transfer
of all or substantially all of the assets of the Company, the Holder of each
Note shall, after such consolidation, merger, sale or transfer, have the
right to convert such Note into the
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kind and amount of securities or other property, which may include cash,
which such Holder would have been entitled to receive upon such
consolidation, merger, sale or transfer if such Holder had held the Common
Stock issuable upon conversion of such Note immediately prior to the
effective date of such consolidation, merger, sale or transfer.
3.
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SIGNATURE
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, thereunto duly authorized.
PETSMART, INC.
Dated: November 12, 1997 By: /s/ C. DONALD DORSEY
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C. Donald Dorsey
Executive Vice President
4.
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INDEX TO EXHIBITS
Exhibit 99.1 Press Release, dated October 17, 1997, entitled "PETsMART,
Inc. Announces Proposed Private Placement of Convertible
Subordinated Notes."
Exhibit 99.2 Press Release, dated November 7, 1997, entitled "PETsMART,
Inc. Announces Completion of Private Placement of Convertible
Subordinated Notes."
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PETsMART, INC. ANNOUNCES PROPOSED PRIVATE PLACEMENT OF CONVERTIBLE
SUBORDINATED NOTES
OCTOBER 27, 1997 9:04 AM EST
PHOENIX, Oct. 27/PRNewswire/-- PETsMART, Inc. announced today that it
intends, subject to market and other conditions, to raise $175 million
(excluding proceeds of the over-allotment option, if any) through a private
placement of convertible subordinated notes to qualified institutional
investors in the United States. It is contemplated that the notes will be
convertible into shares of the Company's Common Stock and will have a
seven-year term. No other terms of the notes were disclosed.
The securities to be offered will not be registered under the United States
Securities Act of 1933, as amended, or applicable state securities law, and
may not be offered or sold in the United States absent registration under the
Securities Act and applicable securities laws or available exemptions from
the registration requirements.
PETsMART, Inc. is a leading operator in North America and the United Kingdom
of superstores specializing in pet food, supplies and services. At October
5, 1997, PETsMART operated 381 superstores in North America and 74
superstores in the United Kingdom. The Company's common stock trades on the
Nasdaq Stock Market under the symbol PETM.
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PETSMART, INC. ANNOUNCES COMPLETION OF PRIVATE PLACEMENT OF
CONVERTIBLE SUBORDINATED NOTES
NOVEMBER 7, 1997 1:00 PM EST
PHOENIX, Nov. 7/PRNewswire/--PETsMART, Inc. announced today that it has
completed a private placement of $175 million of Convertible Subordinated
Notes to qualified institutional investors.
The Notes bear interest at a rate of 6-3/4% per annum, are convertible into
shares of the Company's common stock at any time prior to maturity at a
conversion price of $8.75 per share, subject to adjustment under certain
conditions, and have a seven-year term. The Notes may be redeemed, in whole
or in part, by the Company at any time after November 1, 2000.
The securities will not be registered under the United States Securities Act
of 1933, as amended, or applicable state securities law, and may not be
offered or sold in the United States absent registration under the Securities
Act and applicable securities laws or available exemptions from the
registration requirements.
PETsMART, Inc. is a leading operator in North America and the United Kingdom
of superstores specializing in pet food, supplies and services. At November
2, 1997, PETsMART operated 381 superstores in North America and 77
superstores in the United Kingdom. The Company's common stock trades on the
Nasdaq Stock Market under the symbol PETM.
