Attached files
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EX-99.2 - STIPULATION OF SETTLEMENT - OUTERWALL INC | d395106dex992.htm |
EX-99.1 - NOTICE OF PROPOSED SETTLEMENT - OUTERWALL INC | d395106dex991.htm |
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): August 6, 2012
COINSTAR, INC.
(Exact name of registrant as specified in its charter)
Delaware | 000-22555 | 94-3156448 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
1800 114th Avenue SE
Bellevue, Washington 98004
(Address of principal executive offices and zip code)
Registrants telephone number, including area code: (425) 943-8000
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:
¨ | 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 8.01 | Other Events. |
As previously disclosed, a Stipulation of Settlement, dated April 27, 2012, by and among Coinstar, Inc. (Coinstar or the Company), the plaintiffs and all named defendants (the Stipulation) in the matter entitled In re Coinstar, Inc., Shareholder Derivative Litigation, Docket No. 2:11-cv-00133-MJP, was filed with the United States District Court for the Western District of Washington. On August 6, 2012, the United States District Court for the Western District of Washington issued an Order Preliminarily Approving Settlement and Providing for Notice. The order preliminarily approved the proposed settlement in accordance with the Stipulation including, among other things, dismissal of the shareholder derivative claims with prejudice and payment of certain attorneys fees and expenses to plaintiffs counsel. The order also approved the form and content of the Notice of Proposed Settlement (the Notice) to the Companys shareholders.
A hearing to determine whether the court should, among other things, issue an order of final approval of the settlement, has been scheduled for November 9, 2012 at 9:00 a.m. in the courtroom of United States District Judge Marsha J. Pechman at the United States District Court, Western District of Washington, located at 700 Stewart Street, Seattle, Washington. Pursuant to the courts order, any objections to the settlement must be filed in writing with the court by no later than October 26, 2012. The order further provided that the Company is required to file the Notice and Stipulation with a Form 8-K.
The description of the Notice and Stipulation above is qualified in its entirety by reference to the Notice and Stipulation, which are attached hereto as Exhibit 99.1 and 99.2, respectively.
Certain statements in this Current Report on Form 8-K are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The forward-looking statements in this Current Report on Form 8-K include statements regarding the settlement of the shareholder derivative action. Forward-looking statements are not guarantees of future actions or events, which may vary materially from those expressed or implied in such statements. Differences may result from actions taken by Coinstar, as well as from risks and uncertainties beyond Coinstars control. Such risks and uncertainties include, but are not limited to, the actions of the United States District Court for the Western District of Washington. For more information on factors that may affect Coinstar, please review Risk Factors and other disclosures described in Coinstars most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission, as well as other public filings with the Securities and Exchange Commission. These forward-looking statements reflect Coinstars expectations as of the date of this Current Report on Form 8-K. Coinstar undertakes no obligation to update the information provided herein.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. |
Description | |
99.1 | Notice of Proposed Settlement | |
99.2 | Stipulation of Settlement dated April 27, 2012 |
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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.
COINSTAR, INC. | ||||||
Date: August 14, 2012 | By: | /s/ Donald R. Rench | ||||
Donald R. Rench | ||||||
Chief Legal Officer, General Counsel and Corporate Secretary |
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INDEX TO EXHIBITS
Exhibit No. |
Description | |
99.1 | Notice of Proposed Settlement | |
99.2 | Stipulation of Settlement dated April 27, 2012 |
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