UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
THE CONTAINER STORE GROUP, INC.
(Exact name of registrant as specified in charter)
| Delaware |
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26-0565401 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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500 Freeport Parkway
Coppell, TX |
75019 |
| (Address of principal executive offices) |
(Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class
to be registered |
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Name of each exchange on which
each class is to be registered |
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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) or (e), check the following box. þ |
| 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) or (e), check the following box. o |
| If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. o |
Securities Act registration statement or Regulation A offering statement
file number to which this form relates:
Not applicable
(If 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
On October 8, 2024, The Container
Store Group, Inc. (the “Company”) entered into a Rights Agreement between the Company and Equiniti Trust Company, LLC as Rights
Agent (as amended from time to time, the “Rights Agreement”) that was previously approved by the Board of Directors of the
Company (the “Board”).
In connection with the Rights
Agreement, a dividend was declared of one preferred stock purchase right (individually, a “Right” and collectively, the “Rights”)
for each share of common stock, par value $0.01 per share (the “Common Stock”), of the Company outstanding at the close of
business on October 23, 2024 (the “Record Date”). Each Right will entitle the registered holder thereof, after the Rights
become exercisable and until October 7, 2025 (or the earlier redemption, exchange or termination of the Rights), to purchase from the
Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share (the “Series
A Preferred”), of the Company at a price of $65.00 per one one-thousandth of a share of Series A Preferred (the “Purchase Price”).
Until the earlier to occur of (i) the close of business on the tenth (10th) business day following a public announcement that a person
or group of affiliated or associated persons has acquired, or obtained the right to acquire, beneficial ownership of 20% or more of the
Common Stock (an “Acquiring Person”) or (ii) the close of business on the tenth (10th) business day (or such later date as
may be determined by action of the Board prior to such time as any person or group of affiliated or associated persons becomes an Acquiring
Person) following the commencement or announcement of an intention to make a tender offer or exchange offer the consummation of which
would result in a person or group becoming an Acquiring Person (the earlier of (i) and (ii) being called the “Distribution Date”),
the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common
Stock certificates, or, with respect to any uncertificated Common Stock registered in book entry form, by notation in book entry, in
either case together with a copy of the Summary of Rights attached as Exhibit C to the Rights Agreement. Under the Rights Agreement,
synthetic ownership of Common Stock in the form of derivative securities counts towards the ownership threshold, to the extent actual
shares of Common Stock equivalent to the economic exposure created by the derivative security are directly or indirectly beneficially
owned by a counterparty to such derivative security.
The Rights Agreement provides
that any person who beneficially owned 20% or more of the Common Stock immediately prior to the first public announcement of the adoption
of the Rights Agreement, together with any affiliates and associates of that person (each an “Existing Holder”), shall not
be deemed to be an “Acquiring Person” for purposes of the Rights Agreement unless an Existing Holder becomes the beneficial
owner of one or more additional shares of Common Stock (other than pursuant to a dividend or distribution paid or made by the Company
on the outstanding Common Stock in Common Stock or pursuant to a split or subdivision of the outstanding Common Stock) and upon acquiring
such additional shares, the Existing Holder beneficially owns 20% or more of the Common Stock then outstanding or if the Existing Holder
exchanges synthetic ownership of Common Stock to another form of beneficial ownership (other than pursuant to the express terms of a written
agreement as it existed immediately prior to the first public announcement of the Rights Agreement).
The Rights will be transferred
only with the Common Stock until the Distribution Date (or earlier redemption, exchange, termination or expiration of the Rights). As
soon as practicable following the Distribution Date, separate certificates evidencing the Rights (“Right Certificates”) will
be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates
alone will evidence the Rights.
The Rights are not exercisable
until the Distribution Date. The Rights will expire on October 7, 2025, subject to the Company’s right to extend such date, unless
earlier redeemed or exchanged by the Company or terminated. The Rights will at no time have any voting rights.
Each share of Series A Preferred
purchasable upon exercise of the Rights will be entitled, when, as and if declared, to a minimum preferential quarterly dividend payment
of $1.00 per share or, if greater, an aggregate dividend of 1,000 times the dividend, if any, declared per share of Common Stock. In the
event of liquidation, dissolution or winding up of the Company, the holders of the Series A Preferred will be entitled to a minimum preferential
liquidation payment of $1,000 per share (plus any accrued but unpaid dividends), provided that such holders of the Series A Preferred
will be entitled to an aggregate payment of 1,000 times the payment made per share of Common Stock. Each share of Series A Preferred will
have 1,000 votes and will vote together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction
in which shares of the Common Stock are exchanged, each share of Series A Preferred will be entitled to receive 1,000 times the amount
received per share of Common Stock. The Series A Preferred will not be redeemable. The Rights are protected by customary anti-dilution
provisions. Because of the nature of the Series A Preferred’s dividend and liquidation rights, the value of one one-thousandth of
a share of Series A Preferred purchasable upon exercise of each Right should approximate the value of one share of Common Stock.
The Purchase Price payable,
and the number of one one-thousandths of a share of Series A Preferred or other securities or property issuable, upon exercise of the
Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination
or reclassification of, the Series A Preferred, (ii) upon the grant to holders of the Series A Preferred of certain rights or warrants
to subscribe for or purchase Series A Preferred or convertible securities at less than the current market price of the Series A Preferred
or (iii) upon the distribution to holders of the Series A Preferred of evidences of indebtedness, cash, securities or assets (excluding
regular periodic cash dividends at a rate not in excess of 125% of the rate of the last regular periodic cash dividend theretofore paid
or, in case regular periodic cash dividends have not theretofore been paid, at a rate not in excess of 50% of the average net income per
share of the Company for the four (4) quarters ended immediately prior to the payment of such dividend, or dividends payable in shares
of Series A Preferred (which dividends will be subject to the adjustment described in clause (i) above)) or of subscription rights or
warrants (other than those referred to above).
In the event that a
person becomes an Acquiring Person or if the Company were the surviving corporation in a merger with an Acquiring Person or any
affiliate or associate of an Acquiring Person and shares of the Common Stock were not changed or exchanged in such merger, each
holder of a Right, other than Rights that are or were acquired or beneficially owned by the Acquiring Person (which Rights will
thereafter be void), will thereafter have the right to receive upon exercise that number of shares of Common Stock having a market
value of two times the then current Purchase Price of one Right. In the event that, after a person has become an Acquiring Person,
the Company were acquired in a merger or other business combination transaction or more than 50% of its assets or earning power were
sold, proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, upon the exercise
thereof at the then current Purchase Price of the Right, that number of shares of common stock of the acquiring company which at the
time of such transaction would have a market value of two times the then current Purchase Price of one Right.
At any time after a person
becomes an Acquiring Person and prior to the earlier of one of the events described in the last sentence of the previous paragraph or
the acquisition by such Acquiring Person of 50% or more of the then outstanding Common Stock, the Board may cause the Company to exchange
the Rights (other than Rights owned by an Acquiring Person which have become void), in whole or in part, for shares of Common Stock at
an exchange rate of one share of Common Stock per Right (subject to adjustment).
No adjustment in the Purchase
Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares
of Series A Preferred or Common Stock will be issued (other than fractions of Series A Preferred which are integral multiples of one one-thousandth
of a share of Series A Preferred, which may, at the election of the Company, be evidenced by depository receipts), and in lieu thereof,
a payment in cash will be made based on the market price of the Series A Preferred or Common Stock on the last trading date prior to the
date of exercise.
The Rights may be redeemed
in whole, but not in part, at a price of $0.01 per Right (the “Redemption Price”) by the Board at any time prior to the time
that an Acquiring Person has become such. The redemption of the Rights may be made effective at such time, on such basis and with such
conditions as the Board in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the
Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price.
Until a Right is exercised,
the holder thereof, as such, will have no rights as a stockholder of the Company beyond those as an existing stockholder, including, without
limitation, the right to vote or to receive dividends.
Any of the provisions of the
Rights Agreement may be amended by the Board, or a duly authorized committee thereof, for so long as the Rights are then redeemable, and
after the Rights are no longer redeemable, the Company may amend or supplement the Rights Agreement in any manner that does not adversely
affect the interests of the holders of the Rights (other than an Acquiring Person or any affiliate or associate of an Acquiring Person).
One Right will be distributed
to stockholders of the Company for each share of Common Stock owned of record by them on October 23, 2024. As long as the Rights are attached
to the Common Stock, the Company will issue one Right with each new share of Common Stock so that all such shares will have attached Rights.
The Company has agreed that, from and after the Distribution Date, the Company will reserve 250,000 shares of Series A Preferred initially
for issuance upon exercise of the Rights.
The Rights are designed to
assure that all of the Company’s stockholders receive fair and equal treatment in the event of any proposed takeover of the Company
and to guard against partial tender offers, open market accumulations and other abusive or coercive tactics to gain control of the Company
without paying all stockholders a control premium. The Rights will cause substantial dilution to a person or group that acquires 20% or
more of the Common Stock on terms not approved by the Board. The Rights should not interfere with any merger or other business combination
approved by the Board at any time prior to the first date that a person or group has become an Acquiring Person.
The Certificate of Designations
establishing the terms of the Series A Preferred, the Rights Agreement specifying the terms of the Rights and the text of the press release
announcing the declaration of the Rights are incorporated herein by reference as exhibits to this registration statement. The foregoing
summary of the Rights Agreement is qualified in its entirety by reference to such exhibits.
Item 2. Exhibits
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.
| |
The Container Store Group, Inc. |
| |
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| Date: October 9, 2024 |
/s/ Satish Malhotra |
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Satish Malhotra |
| |
President & Chief Executive Officer |
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