Attached files
file | filename |
---|---|
EX-10.1 - EX-10.1 - VWR Funding, Inc. | d645090dex101.htm |
EX-10.3 - EX-10.3 - VWR Funding, Inc. | d645090dex103.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): December 16, 2013
VWR FUNDING, INC.
(Exact name of registrant as specified in its charter)
Delaware | 333-124100 | 56-2445503 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
100 Matsonford Road
P.O. Box 6660
Radnor, PA 19087
(Address of principal executive offices, including zip code)
Registrants telephone number, including area code: (610) 386-1700
(Former name or former address, if changed since last report.)
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)) |
Section 5 Corporate Governance and Management
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Equity Grants
On December 16, 2013, Varietal Distribution Holdings, LLC (Holdings), the indirect parent company of VWR Funding, Inc. (the Company), entered into agreements with certain of the Companys executive officers, pursuant to which Holdings granted such executive officers Series 2 Class B Common Units in Holdings (Incentive Units) as follows: Manuel Brocke-Benz, 17,340 Incentive Units; Gregory L. Cowan, 12,880 Incentive Units; George Van Kula, 12,880 Incentive Units; and Theodore C. Pulkownik, 12,880 Incentive Units. The Incentive Units represent a right to a fractional portion of the profits and distributions of Holdings in excess of a participation threshold that is set at the value of a vested Class A Common Unit of Holdings on the date of grant calculated in accordance with the provisions of the Holdings Securityholders Agreement, subject to certain adjustments.
The Incentive Units were granted under the terms of Holdings 2007 Securities Purchase Plan, which has been amended to provide for the grant of the Incentive Units (the Holdings Equity Plan). The Incentive Units will vest pursuant to the Incentive Unit Grant Agreements (the Time-Based Grant Agreements) on a daily, straight-line basis from December 16, 2013 (the Grant Date) through the fourth anniversary of the Grant Date such that 100% of the Incentive Units will have vested as of the fourth anniversary of the Grant Date; provided that (i) if a Sale of the Company (as defined in the Time-Based Grant Agreements) occurs, all of the Incentive Units will immediately vest, (ii) if the Company completes an initial public offering or a public offering of a subsidiary (IPO), the Incentive Units that were scheduled to vest during the one-year period following the date of the IPO will instead vest as of such time and the remaining unvested portion will continue to vest on a daily basis through the third anniversary of issuance, and (iii) upon the termination of a grantees employment with Holdings, the Company or any of their respective subsidiaries, by reason of the grantees death or disability, the Incentive Units that were scheduled to vest during the one-year period following the date of such termination will instead vest as of the date of termination.
Except as described in clause (iii) above, if the grantee ceases to be employed by Holdings, the Company or any of their respective subsidiaries for any reason, all unvested Incentive Units will be automatically forfeited and all vested Incentive Units will be subject to repurchase by Holdings and its co-investors pursuant to the terms and conditions set forth in the Time-Based Grant Agreements. The repurchase price per vested Incentive Unit will be the Fair Market Value (as defined in the Time-Based Grant Agreements) of such unit as of the date of the sending of written notice of the repurchase to the grantee; provided that if the grantees employment is terminated for Cause (as defined in the Time-Based Grant Agreements), then each vested Incentive Unit will be automatically forfeited.
Pursuant to the Time-Based Grant Agreements, each executive will be bound by a non-competition and non-solicitation agreement whereby the executive will agree to (i) not compete with Holdings, the Company or any of their respective subsidiaries while the executive is
employed by any of them and for a period of 12 months thereafter and (ii) not solicit employees of Holdings, the Company or any of their respective subsidiaries, or in any way interfere with their other business relationships, during the executives employment and for a period of 18 months thereafter.
Purchase of Equity
On December 16, 2013, Holdings entered into Management Unit Purchase Agreements (each, a Class A Common Purchase Agreement) with certain of the Companys executive officers, pursuant to which Holdings issued, and certain executive officers purchased, Class A Common Units in Holdings (Class A Common Units) as follows: Manuel Brocke-Benz, 2,600 Class A Common Units; Gregory L. Cowan, 650 Class A Common Units; and George Van Kula, 1,713 Class A Common Units.
Pursuant to the terms of the Class A Common Purchase Agreement, if the holder ceases to be employed by Holdings, the Company or any of their respective subsidiaries other than for Cause (as defined in the Class A Common Purchase Agreements), the Class A Common Units are subject to repurchase by Holdings and its co-investors at the Fair Market Value (as defined in the Class A Common Unit Purchase Agreements) of such unit as of the date of the sending of written notice of the repurchase to the holder; provided that if any holder of Class A Common Units ceases to be employed by Holdings, the Company or any of their respective subsidiaries for Cause, all Class A Common Units will be subject to repurchase by Holdings and its co-investors at the lower of original cost or Fair Market Value.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
Exhibit |
Description | |
10.1 | Varietal Distribution Holdings, LLC 2007 Securities Purchase Plan, as amended | |
10.2 | Form of Time-Based Incentive Unit Grant Agreement, filed as Exhibit 10.2 to VWR Funding, Inc.s Current Report on Form 8-K, filed January 2, 2013, and incorporated herein by reference | |
10.3 | Form of Class A Common Management Unit Purchase Agreement |
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.
VWR Funding, Inc. | ||||||
Date: December 17, 2013 | By: | /s/ Douglas J. Pitts | ||||
Name: | Douglas J. Pitts | |||||
Title: | Vice President and Corporate Controller |
EXHIBIT INDEX
Exhibit |
Description | |
10.1 | Varietal Distribution Holdings, LLC 2007 Securities Purchase Plan, as amended | |
10.2 | Form of Time-Based Incentive Unit Grant Agreement, filed as Exhibit 10.2 to VWR Funding, Inc.s Current Report on Form 8-K, filed January 2, 2013, and incorporated herein by reference | |
10.3 | Form of Class A Common Management Unit Purchase Agreement |