UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
RITE AID CORPORATION
(Exact name of registrant as specified in its charter)
Delaware |
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23-1614034 |
(State of incorporation or organization) |
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(I.R.S. Employer
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30 Hunter Lane |
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Camp Hill, Pennsylvania |
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17011 |
(Address of principal executive offices) |
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(Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class
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Name of each exchange on
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Preferred Stock Purchase Rights |
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New York Stock Exchange |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. x
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. o
Securities Act registration statement file number to which this form relates: Not applicable
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
Item 1. Description of Registrant s Securities to be Registered.
Reference is hereby made to the Registration Statement on Form 8-A filed by Rite Aid Corporation (the Company), with the Securities and Exchange Commission (the SEC) on January 3, 2018 (the Original Registration Statement), relating to the Tax Benefits Preservation Plan (as amended, the Plan), dated January 3, 2018, by and between the Company and Broadridge Corporate Issuer Solutions, as rights agent (the Rights Agent). The Original Registration Statement is hereby incorporated by reference.
Pursuant to the terms of the Plan, as amended by the First Amendment to the Plan, dated as of March 27, 2018, the Expiration Date of the Plan occurred at 5:00 P.M., New York City time, on March 27, 2018. At such time on March 27, 2018, the Series J Junior Participating Preferred Stock purchase rights expired and were no longer outstanding and the Plan has terminated and is of no further force and effect.
Item 2. Exhibits.
Exhibit
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Description |
3.1 |
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3.2 |
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3.3 |
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3.4 |
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Certificate of Elimination of Series J Junior Participating Preferred Stock of Rite Aid Corporation. |
4.1 |
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4.2 |
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4.3 |
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
Date: March 28, 2018 |
RITE AID CORPORATION |
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By: |
/s/ James J. Comitale |
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Name: James J. Comitale |
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Title: Senior Vice President, General Counsel and Secretary |
CERTIFICATE OF ELIMINATION
OF
SERIES J JUNIOR PARTICIPATING PREFERRED STOCK
OF
RITE AID CORPORATION
March 27, 2018
Pursuant to Section 151(g) of the General
Corporation Law of the State of Delaware
Rite Aid Corporation, a Delaware corporation (the Corporation), does hereby certify that, at a duly convened meeting of the board of directors of the Corporation (the Board of Directors) on March 25, 2018, the Board of Directors duly adopted the following resolution:
FURTHER RESOLVED, that none of the authorized shares of Series J Junior Participating Preferred Stock of Rite Aid Corporation are outstanding, and none will be issued subject to the certificate of designations previously filed with respect to such series.
[ Signature page follows .]
IN WITNESS WHEREOF, Rite Aid Corporation has caused this certificate to be duly executed in its corporate name as of the date first written above.
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RITE AID CORPORATION |
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By: |
/s/ James J. Comitale |
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Name: |
James J. Comitale |
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Title: |
Senior Vice President, General Counsel and Secretary |
FIRST AMENDMENT TO TAX BENEFITS PRESERVATION PLAN
This First Amendment to Tax Benefits Preservation Plan (this Amendment ), dated as of March 27, 2018 (the Effective Date ), is by and between Rite Aid Corporation, a Delaware corporation (the Company ), and Broadridge Corporate Issuer Solutions, a company having its principal offices in Philadelphia, Pennsylvania (the Rights Agent ).
W I T N E S S E T H
WHEREAS, the Company is party to a Tax Benefits Preservation Plan, dated as of January 3, 2018 (the Agreement ), with the Rights Agent;
WHEREAS, pursuant to Section 27 of the Agreement, prior to the Distribution Date, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of the Agreement without the approval of any holders of shares of Common Stock;
WHEREAS, the board of directors of the Company has determined that it is in the best interests of the Company and its stockholders to amend the Agreement on the terms set forth herein;
WHEREAS, the Company hereby directs the Rights Agent to enter into this Amendment; and
WHEREAS, the Company has delivered to the Rights Agent a certificate from an Appropriate Officer of the Company, which states that this Amendment is in compliance with the terms of Section 27 of the Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereto hereby agree as follows:
Section 1. Amendment of Section 1 of the Agreement . Paragraph (w) of Section 1 of the Agreement is hereby amended and restated in its entirety as follows:
(w) Final Expiration Date shall mean 5:00 P.M., New York City time, on March 27, 2018.
Section 2. Amendment of Exhibit C to the Agreement . Clause (i) of the fifth paragraph of Exhibit C to the Agreement is hereby amended and restated in its entirety as follows:
(i) 5:00 P.M. (New York City time) on March 27, 2018,
Section 3. No Other Amendment; Effect of Amendment . The parties hereto hereby acknowledge and agree that, except as specifically amended hereby, the Agreement shall remain in full force and effect in accordance with its terms. This
Amendment is an amendment to the Agreement and shall become effective on the Effective Date. All references to the Agreement shall, from and after the Effective Date, be deemed to be references to the Agreement as amended hereby.
Section 4. Further Assurances . Each of the parties to this Amendment shall reasonably cooperate and take such action as may reasonably be requested by the other party in order to carry out the provisions and purposes of this Amendment, the Agreement as amended by this Amendment and the transactions contemplated hereby and thereby.
Section 5. Severability . If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated; provided, however, that if any excluded term, provision, covenant or restriction shall affect the rights, immunities, liabilities, duties or obligations of the Rights Agent, the Rights Agent shall be entitled to resign immediately upon written notice to the Company.
Section 6. Governing Law . This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts made and to be performed entirely within such State.
Section 7. Execution in Counterparts . This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Amendment executed and/or transmitted electronically shall have the same authority, effect, and enforceability as an original signature.
Section 8. Descriptive Headings . Descriptive headings of the several sections of this Amendment are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.
Section 9. Defined Terms . Except as otherwise expressly provided herein, all capitalized terms used herein shall have the meanings assigned to them in the Agreement, as amended hereby.
[ S ignature page follows. ]
IN WITNESS WHEREOF , the parties hereto have caused this Amendment to be duly executed and effective as of the day and year above written.
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RITE AID CORPORATION |
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By: |
/s/ James J. Comitale |
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Name: |
James J. Comitale |
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Title: |
Senior Vice President, General Counsel and Secretary |
[SIGNATURE PAGE TO FIRST AMENDMENT TO TAX BENEFITS PRESERVATION PLAN]
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BROADRIDGE CORPORATE ISSUER SOLUTIONS |
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By: |
/s/ Dorothy J. Flynn |
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Name: |
Dorothy J. Flynn |
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Title: |
SR VP and GM |
[SIGNATURE PAGE TO FIRST AMENDMENT TO TAX BENEFITS PRESERVATION PLAN]