Current Report Filing (8-k)
September 20 2017 - 4:02PM
Edgar (US Regulatory)
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): September 20, 2017
AMPLIFY SNACK BRANDS, INC.
(Exact name of Registrant as Specified in Its Charter)
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Delaware
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001-37530
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47-1254894
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer Identification No.)
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500 West 5
th
Street, Suite 1350
Austin, Texas
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78701
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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: 512.600.9893
N/A
(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 (see General Instructions A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 or Rule
12b-2
of the Securities Exchange Act of 1934.
Emerging growth company ☑
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☑
Item 3.02.
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Unregistered Sales of Equity Securities.
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The disclosure in Item 5.02 of this Current
Report on Form
8-K
regarding the issuance of an inducement award in the form of options to purchase shares of common stock of Amplify Snack Brands, Inc. (the Company), par value $0.0001, to Craig
Shiesley is incorporated by reference into this Item. The inducement grant is exempt from the registration requirements of the Securities Act of 1933 by virtue of Section 4(a)(2) thereof and/or Regulation D promulgated thereunder.
A press release announcing the inducement grant to Craig Shiesley was issued by us on September 20, 2019, a copy of which is attached
hereto as Exhibit 99.1.
Item 5.02.
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Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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On
September 19, 2017, the Compensation Committee of the Companys Board of Directors (the Compensation Committee) granted Craig Shiesley, the Companys newly appointed Chief Operating Officer and President, North America, a
stock option award to purchase 1,166,173 shares of the Companys common stock subject to the terms of the Companys Form of Inducement Award
Non-Qualified
Stock Option Agreement (Form of
Inducement Option Agreement) which is attached to this report as Exhibit 10.1. One third (1/3) of the shares subject to Mr. Shiesleys option award shall vest and become exercisable on the last day of the month of first
anniversary of September 12, 2017, and the remaining two thirds (2/3) of the shares subject to Mr. Shiesleys option award shall vest in twenty-four (24) equal monthly installments thereafter, subject to
Mr. Shiesleys continued service to the Company on each vesting date. This option award replaces in its entirety the option award that was purported to be granted to Mr. Shiesley on September 12, 2017, as previously disclosed in
the Current Report on Form
8-K
filed by the Company on September 12, 2017 (the Prior Award). The Prior Award was not effective and is null and void. The terms of the new option are
substantially identical to the Prior Award, except that the exercise price of the new option is $7.06 per share which is $0.02 higher than the Prior Award and equal to the closing price of the Companys common stock on the date of grant,
September 19, 2017.
The option award granted to Mr. Shiesley on September 19, 2017, was granted outside of the
Companys current stockholder-approved stock option and incentive plan and is intended to qualify as an employment inducement award within the meaning of Section 303A.08 of the New York Stock Exchange Listed Company Manual;
accordingly, the Company is not required to seek (and did not seek) approval of the inducement award made to Mr. Shiesley by the Companys stockholders under applicable New York Stock Exchange rules.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit No.
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Description
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10.1
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Form of Inducement Option Agreement
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99.1
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Press Release, dated September 20, 2017, issued by Amplify Snack Brands, Inc.
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Exhibit Index
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
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Amplify Snack Brands, Inc.
(Registrant)
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By:
/s/ Thomas C.
Ennis
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Thomas C. Ennis
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President and Chief Executive Officer
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September 20, 2017
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