Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
ALCS > SEC Filings for ALCS > Form 8-K on 30-Oct-2013All Recent SEC Filings

Show all filings for ALCO STORES INC

Form 8-K for ALCO STORES INC


30-Oct-2013

Termination of a Material Definitive Agreement, Submission of Matters to a Vote o


Item 1.02 Termination of a Material Definitive Agreement

On October 30, 2013, ALCO Stores, Inc., (the "Company") held a special meeting of its stockholders (the "Special Meeting") to vote on, among other proposals, the proposal to adopt the Agreement and Plan of Merger, dated as of July 25, 2013 (the "Merger Agreement"), by and among Mallard Parent, LLC ("Parent"), M Acquisition Corporation ("Merger Sub") and the Company.

The proposal to adopt the Merger Agreement did not receive approval from more than a majority of the outstanding shares of the Company's common stock, and therefore was not been approved by the Company's stockholders.

As a result of the failure to receive such stockholder approval, on October 30, 2013, the Company delivered to Parent and Merger Sub a written notice (the "Termination Notice") terminating the Merger Agreement in accordance with
Section 7.2(b) of the Merger Agreement. As a result of the Termination Notice, the Merger Agreement was terminated and the merger contemplated thereby was abandoned.



Item 5.07 Submission of Matters to a Vote of Security Holders

At the Special Meeting held on October 30, 2013, the Company's stockholders voted on the following three proposals:

1. A proposal to adopt the Merger Agreement;

2. A non-binding, advisory proposal to approve compensation that will or may become payable by the Company to its named executive officers in connection with the merger; and

3. A proposal to adjourn the Special Meeting, if necessary or appropriate, including to solicit additional proxies, if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

The number of shares present in person or by proxy at the Special Meeting was 2,235,085, representing 68.6% of the 3,258,162 shares issued and outstanding that were entitled to vote on September 30, 2013, the record date for the Special Meeting. The final voting results were as follows:

Proposal 1. The proposal to adopt the Merger Agreement received the following votes:

Votes for approval                                                    1,283,096
Votes for approval as a percentage of shares issued and outstanding       39.38 %
Votes against approval                                                  941,394
Abstentions                                                               2,760
Non-Votes                                                                 7,835

Proposal 2. The non-binding, advisory proposal to approve compensation that will or may become payable by the Company to its named executive officers in connection with the merger received the following votes:

Votes for approval 1,244,905
Votes against approval 975,656


Abstentions 6,689
Non-Votes 7,835

Proposal 3. The proposal to adjourn the Special Meeting, if necessary or appropriate, including to solicit additional proxies, if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting, received the following votes:

Votes for approval       1,594,193
Votes against approval     640,892
Abstentions                      ~
Non-Votes                        ~



Item 8.01 Other Events.

On October 30, 2013, the Company issued a press release announcing that, at the Special Meeting, the proposal to adopt the Merger Agreement did not receive approval from more than a majority of the outstanding shares of the Company's common stock, and therefore was not approved by the Company's stockholders. The press release also announced that, as a result of the failure to receive such stockholder approval, on October 30, 2013, the Company terminated the Merger Agreement and abandoned the merger contemplated thereby. The press release is attached hereto as Exhibit 99.1, which is incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press release, dated October 30, 2013.


  Add ALCS to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for ALCS - All Recent SEC Filings
Copyright © 2014 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.