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
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Date of Report (Date of Earliest Event Reported):
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July 1, 2015
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Dover Saddlery, Inc.
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(Exact name of registrant as specified in its charter)
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Delaware
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000-51624
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04-3438294
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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525 Great Road, P.O. Box 1100, Littleton, Massachusetts
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01460
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
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978-952-8062
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Not Applicable
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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))
Item 7.01 Regulation FD Disclosure.
On July 1, 2015, Registrant reported the completion of its merger with a company formed by Webster Capital; and announced that Dover shareholders will receive $8.50 per share in cash in the merger and all in-the-money stock options and warrants will be cashed out.
The information in this Item 7.01 of Current Report on Form 8-K, as well as Exhibit 99.1, shall not be treated as "filed" for purposes of Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference in any filing under the Securities Act.
Item 9.01 Financial Statements and Exhibits.
On July 1, 2015, Registrant issued a press release reporting the completion of its merger with a company formed by Webster Capital; and announcing that Dover shareholders will receive $8.50 per share in cash in the merger and all in-the-money stock options and warrants will be cashed out.
A copy of the Press Release is attached as Exhibit 99.1.
d) Exhibits
Exhibit No.
99.1 Press Release dated July 1, 2015.
This Form 8-K and the attached press release include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including without limitation statements made about the proposed merger with an affiliate of Webster. In some cases, forward-looking statements can be identified by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” “outlook,” “guidance” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. The forward-looking information and statements are or may be based on estimates and involve risks and uncertainties. All statements other than statements of historical fact included in this 8-K and accompanying press release regarding the merger with an affiliate of Webster, Dover’s strategies, plans, objectives, expectations, and future operating results are forward-looking statements. Additional risks are described under Item 1A, “Risk Factors,” in Registrant’s most recent annual report on amended Form 10-K for the year ended December 31, 2014 filed on April 29, 2015. Given these uncertainties, undue reliance should not be placed on these forward-looking statements.
All statements other than statements of historical fact included herein regarding the prospects for consummation of the Merger, Registrant’s strategies, plans, objectives, expectations, and future operating results are forward-looking statements. Although Registrant believes that the expectations reflected in such forward-looking statements are reasonable at this time, it can give no assurance that such expectations will prove to have been correct. Registrant is providing this information as of this date and does not undertake any obligation to update any forward-looking statements contained in this document as a result of new information, future events or otherwise.
SIGNATURES
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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Dover Saddlery, Inc.
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July 1, 2015
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By:
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/s/ David R. Pearce
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Name: David R. Pearce
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Title: Chief Financial Officer
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Exhibit Index
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Exhibit No.
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Description
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99.1
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July 1, 2015 Press Release
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Janet Nittmann
jnittmann@doversaddlery.com
Tel 978 952 8062 x218
For Immediate Release
Dover Saddlery Announces Completion of Merger with Webster Capital
LITTLETON, MA(MARKET WIRE)(July 1, 2015) Dover Saddlery, Inc. (NASDAQ: DOVR -
News), the leading multichannel retailer of equestrian products in the United States, today
announced the completion of its merger with a company formed by Webster Capital. Dover shareholders
will receive $8.50 per share in cash in the merger and all in-the-money stock options and warrants
will be cashed out.
Registered shareholders will be sent a letter of transmittal which will contain instructions
explaining the procedure for exchanging Dover Saddlery stock certificates for the merger
consideration payment.
We are very pleased with the result we achieved for our shareholders. We are also excited about
the prospects for Dover to work with Webster Capital, said Stephen L. Day, CEO and president of
Dover Saddlery. With Websters consumer experience we are looking forward to growing our retail
store base and pursuing other exciting expansion plans. Dover Saddlery and its employees will
benefit from this partnership with Webster, which has extensive experience and business connections
in the retail and direct-to-consumer sectors.
Donald Steiner, Managing Partner of Webster Capital, stated, We are looking forward to the
opportunity to work with Dovers management to help Dover continue its growth plan in retail and
direct-to-consumer. Webster will support Dovers strategy to increase accessibility and variety of
product offerings for equestrian enthusiasts nationwide.
About Webster Capital
Founded in 2003, Webster Capital is a private equity firm with over $600 million of committed
capital which invests in the branded consumer and healthcare services industries. Webster focuses
on companies with transaction values typically in the range of $30 $200 million. Webster Capital
provides equity financing, expertise and a broad contact network for management buyouts and growth
capital. For additional information on Webster Capital please visit www.webstercapital.com.
Forward-Looking Statements
This press release includes forward-looking statements within the meaning of section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, including without limitation, statements made about the merger with an affiliate of
Webster, and all statements other than statements of historical fact included in this press release
regarding Dovers strategies, plans, objectives, expectations, and future operating results.
Although Dover believes that the expectations reflected in such forward-looking statements are
reasonable at this time, it can give no assurance that such expectations will prove to have been
correct. These forward-looking statements involve significant risks and uncertainties, including
those discussed in this release and others that can be found in Item 1A Risk Factors of Dover
Saddlerys Annual Report on Form 10-K for the fiscal year ended December 31, 2014. Dover Saddlery
is providing this information as of this date and does not undertake any obligation to update any
forward-looking statements contained in this document as a result of new information, future events
or otherwise. No forward-looking statement can be guaranteed and actual results may differ
materially.
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