Attached files
UNITED
STATES
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): December 9,
2009
SAKS
INCORPORATED
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Tennessee
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1-13113
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62-0331040
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(State
or Other Jurisdiction
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(Commission
File Number)
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(I.R.S.
Employer
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of
Incorporation)
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Identification
No.)
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12 East
49th
Street, New York, New York 10017
(212)
940-5305
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:
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·
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Article
II, Section 4 was amended to clarify that any business or items presented
at an annual meeting must have been proposed in accordance with the notice
provisions set forth in Article III of the
Bylaws.
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·
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Article
III, Section 1 was amended to provide that for business to be properly
brought before an annual or special meeting by a shareholder, the
shareholder must have been a shareholder of record of the Company (and,
with respect to any beneficial owner, if different, on whose behalf such
business is proposed, such beneficial owner must have been the beneficial
owner of shares of the Company) at the time of giving of the
notice.
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·
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Article
III, Section 2 (now section 2(a)) was amended to revise the advance notice
requirements for shareholder proposals (including proposed nominations for
directors), including the general requirement that notice be received at
the principal executive offices of the Company not less than 90 and no
more than 120 calendar days in advance of the anniversary date of the
previous year’s annual meeting of shareholders. Article II,
Section 2(a) further clarifies that an adjournment or postponement of an
annual meeting of shareholders does not commence a new time period (or
extend any time period) for the giving of a shareholder’s
notice.
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·
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Article
III, Section 2(b) was added to establish the date by which a shareholder’s
proposals for board nominees must be received if the size of the board of
directors is increased without a public announcement naming the nominees
and the specifying the size of the
board.
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·
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Article
III, Section 2(c) was added to specify the information that a shareholder
that is making a proposal (including proposed nominations for directors)
must provide about: (i) the shareholder (including stock ownership and
derivative or hedged positions, voting agreements and information about
dividends or fees relative to the value of the Company’s securities); (ii)
the proposal (including a description of the proposal and the
shareholder’s interest therein) if the proposal is other than a
nomination; and (iii) the nominee, if the proposal is a nomination for a
director.
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·
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Article
III, Section 2(d) was added to set forth certain defined terms used in the
Bylaws.
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·
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Article
III, Sections 2(e), 2(f) and 2(g) were added to re-iterate that only
persons nominated in accordance with the procedures set forth in the
Bylaws are eligible to serve as directors and that only such business that
has been submitted in accordance with the procedures set forth in the
Bylaws will be conducted at a shareholders’ meeting, to establish the
effect of a shareholder’s providing inaccurate or non-compliant
information, to state that shareholders also must comply with applicable
law when making a proposal and to clarify that proposals made by
shareholders under Rule 14a-8 promulgated under the Securities Exchange
Act of 1934, as amended are not governed by the
Bylaws.
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·
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Article
III, Section 3 was added to provide certain contents of the questionnaire
to be submitted by any person who is nominated by a shareholder to serve
as a director.
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·
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Current
Article III, Section 3 was re-numbered as Section
4.
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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.
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(d)
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Exhibits.
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See
Exhibit Index immediately following signature
page.
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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 hereunto duly
authorized.
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Dated: December
14, 2009
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SAKS
INCORPORATED
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By:
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/s/ Ann Robertson | ||
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Name:
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Ann
Robertson
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Title:
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Secretary
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EXHIBIT INDEX
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Exhibit
No.
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Description
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3.1
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Amended
and Restated Bylaws of Saks Incorporated (as amended through December 9,
2009)
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4.1
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Amendment
dated December 14, 2009 to Rights Agreement dated as of November 25, 2008,
by and between Saks Incorporated and The Bank of New York Mellon, as
Rights Agent
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99.1
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Press
Release issued by Saks Incorporated dated December 14, 2009 (furnished
only)
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