Additional Proxy Soliciting Materials (definitive) (defa14a)
July 11 2016 - 4:31PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
(Rule
14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A
INFORMATION
Proxy Statement Pursuant to
Section 14(a) of the
Securities Exchange Act of 1934 (Amendment
No.)
Filed by the Registrant
[X]
Filed by a Party other than
the Registrant [ ]
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, For Use of the
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Commission Only (as permitted
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by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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[X]
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Definitive Additional Materials
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Soliciting Material Under Rule
14a-12
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KRISPY KREME DOUGHNUTS,
INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the
Registrant)
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Payment of Filing Fee (Check the appropriate
box):
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[X]
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No fee required.
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[ ]
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Fee computed on table below per Exchange Act
Rules 14a-6(i)(4) and 0-11.
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1)
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Title of each class of securities to which transaction
applies:
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2)
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Aggregate number of securities to which transaction
applies:
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3)
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Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it was
determined):
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4)
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Proposed maximum aggregate value of transaction:
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5)
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Total fee paid:
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[ ]
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Fee paid previously with preliminary
materials:
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Check box if any part of the
fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the
filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the form or schedule
and the date of its filing.
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1)
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Amount previously paid:
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2)
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Form, Schedule or Registration Statement No.:
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3)
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Filing Party:
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4)
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Date Filed:
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Krispy Kreme Doughnuts, Inc.,
a North Carolina corporation (the Company), is filing definitive additional
materials contained in this Schedule 14A with the U.S. Securities and Exchange
Commission (SEC) in connection with its solicitation of proxies from its
shareholders to vote their shares of the Companys common stock at the Companys
Special Meeting of Shareholders scheduled to be held on July 27, 2016 (the
Special Meeting) or at any adjournment or postponement of the Special Meeting.
The Special Meeting is scheduled to be held in connection with the proposed
acquisition of the Company pursuant to the terms of an Agreement and Plan of
Merger, dated May 8, 2016, by and among the Company, Cotton Parent, Inc., a
Delaware corporation, Cotton Merger Sub Inc., a North Carolina corporation and a
wholly-owned subsidiary of Parent, and JAB Holdings B.V., a private limited
liability company incorporated under the laws of the Netherlands.
Voting Reminder
Letter
Attached hereto is a letter
that the Company is first mailing to shareholders on or about July 11, 2016 in
which the Company reminds shareholders to vote their shares of the Companys
common stock, no par value per share, in connection with the Special Meeting.
Additional Information and
Where to Find It
This filing and the attachment
hereto relate to a proposed acquisition of the Company by JAB Beech Inc. In
connection with this proposed acquisition, the Company has filed a definitive
proxy statement and other documents with the SEC. This communication is not a
substitute for the proxy statement or any other document the Company has filed
with the SEC in connection with the proposed transaction. INVESTORS AND
SHAREHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT AND OTHER
DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. The definitive proxy statement has been mailed to
shareholders of the Company. Investors and security holders can obtain free
copies of these documents and other documents filed with the SEC by the Company
through the website maintained by the SEC at http://www.sec.gov. Copies of the
documents filed with the SEC by the Company are also available free of charge on
the Companys internet website at
www.krispykreme.com
or by
contacting the Companys corporate secretarys office at 370 Knollwood Street,
Winston-Salem, N.C. 27103 or by calling (336) 726-8876.
Participants in
Solicitation
The Company, its directors and
certain of its executive officers may be considered participants in the
solicitation of proxies in connection with the proposed transaction. Information
regarding the persons who may, under the rules of the SEC, be deemed
participants in such solicitation in connection with the proposed merger are set
forth in the proxy statement filed with the SEC. Information about the directors
and executive officers of the Company is set forth in the Companys most recent
Annual Report on Form 10-K and other reports and statements filed with the SEC,
including the Companys proxy statement for its 2016 annual meeting of
shareholders,
which was filed with
the SEC on May 5, 2016, the Companys Quarterly Report on Form 10-Q and the
Companys Current Reports on Form 8-K.
These documents can be
obtained free of charge from the sources indicated above. Additional information
regarding the participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise, is contained
in the proxy statement and other relevant materials filed with the SEC.
July 11, 2016
Dear Fellow Shareholder:
We have previously sent to
you proxy material for Krispy Kreme Doughnuts, Inc.s special meeting of
shareholders to be held on July 27, 2016.
Your board of directors unanimously
recommends that stockholders vote
FOR
all the proposals in connection with the proposed merger with JAB
Holdings B.V.
Since approval of the
merger requires the affirmative vote of a majority of the outstanding shares,
your vote is
important
, no matter how many or
how few shares you may own. If you fail to vote, it will have the same effect as
a vote against the proposed merger.
If you have not already done so, please vote TODAY--by telephone,
via
the Internet, or by signing, dating and returning
the enclosed proxy card in the postage-paid envelope provided.
Very truly yours,
James H. Morgan
Chairman of the Board
REMEMBER:
You can vote your
shares by telephone, or
via
the
Internet.
Please follow the easy instructions on the enclosed proxy
card.
If you have any
questions, or need assistance in voting
your shares, please call our
proxy solicitor,
INNISFREE M&A
INCORPORATED
TOLL-FREE, at 1-888-750-5834.
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