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NAFC > SEC Filings for NAFC > Form 8-K on 19-Nov-2013All Recent SEC Filings

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Form 8-K for NASH FINCH CO


19-Nov-2013

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Tra

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the closing of the Merger, Nash-Finch notified the NASDAQ Stock Market ("NASDAQ") on November 18, 2013, that, as of the effective time of the Merger, each Nash-Finch Share then issued and outstanding (other than Nash-Finch Shares held by Nash-Finch as treasury stock and Nash-Finch Shares owned by Nash-Finch, Spartan Stores or any of their respective subsidiaries) would cease to be issued and outstanding and would be automatically converted into the right to receive the Merger Consideration, and requested that NASDAQ file with the Securities and Exchange Commission (the "Commission") a Notification of Removal from Listing and/or Registration Under Section 12(b) on Form 25 to delist and deregister the Nash-Finch Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Trading of Nash-Finch Shares on NASDAQ was suspended as of the close of trading on November 18, 2013.


Item 3.03


Material Modification to Rights of Security Holders.

As of the effective time of the Merger, each Nash-Finch Share then issued and outstanding (other than Nash-Finch Shares held by Nash-Finch as treasury stock and Nash-Finch Shares owned by Nash-Finch, Spartan Stores or any of their respective subsidiaries) ceased to be issued and outstanding and was automatically converted into the right to receive the Merger Consideration.

Item 5.01

Changes in Control of the Registrant.

The information set forth under Items 2.01 and 5.02 is hereby incorporated by reference herein.

As described in Items 2.01 and 3.03 above, pursuant to the Merger Agreement, on November 19, 2013, Merger Sub merged with and into Nash-Finch, with Nash-Finch surviving as a wholly owned subsidiary of Spartan Stores. As of the effective time of the Merger, each Nash-Finch Share then issued and outstanding (other than Nash-Finch Shares held by Nash-Finch as treasury stock and Nash-Finch Shares owned by Nash-Finch, Spartan Stores or any of their respective subsidiaries) ceased to be issued and outstanding and was automatically converted into the right to receive the Merger Consideration.

As a result of the Merger, a change in control of Nash-Finch occurred.

The foregoing description of the Merger Agreement is qualified in its entirety by reference to the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Form 8-K filed by the Company on July 22, 2013.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the Merger Agreement, Christopher W. Bodine, Alec C. Covington, Mickey P. Foret, Douglas A. Hacker, Hawthorne L. Proctor and William R. Voss each ceased to be a director of Nash-Finch effective as of the effective time of the Merger on November 19, 2013. In accordance with the terms of the Merger Agreement, the sole director of Merger Sub immediately prior to the effective time of the Merger, Dennis Eidson, became the new sole director of Nash-Finch.
Pursuant to the terms of the Merger Agreement, Messrs. Foret, Hacker, Proctor and Voss became members of the board of directors of Spartan Stores simultaneously therewith.

Pursuant to the Merger Agreement, the executive officers of Merger Sub immediately prior to the Merger, Dennis Eidson, President, Alex J. DeYonker, Vice President and Secretary, and David M. Staples, Vice President and Treasurer, became the executive officers of Nash-Finch, with such respective offices, at the effective time of the Merger. The biographical and compensation information with respect to Messrs. Eidson, DeYonker and Staples contained in the Definitive Proxy Statement on Schedule 14A for the 2013 Annual Meeting of Shareholders of Spartan Stores filed with the Commission on June 14, 2013 is incorporated by reference herein. Immediately following the Merger, the newly constituted board of directors of Nash-Finch appointed Mr. Eidson, President, Mr. Staples, Vice President and Treasurer, and Ms. Mahoney, Vice President and Secretary of Nash-Finch. Following such board action, Messrs. Eidson and Staples and Ms. Mahoney are the sole officers of Nash-Finch. Edward L. Brunot, Nash-Finch's Executive Vice President and President of the Company's Military business prior to the Merger, and Kathleen M. Mahoney, Nash-Finch's Executive Vice President, General Counsel and Secretary prior to the Merger, will remain in such positions with Spartan Stores.


As previously announced, on September 27, 2013, at the request of Spartan Stores, Nash-Finch provided a Notice of Termination to each of Alec C. Covington, its President and Chief Executive Officer, Robert B. Dimond, its Executive Vice President, Chief Financial Officer and Treasurer, Kevin Elliott, its Executive Vice President, President and Chief Operating Officer, Nash-Finch Wholesale/Retail, and Calvin S. Sihilling, its Executive Vice President and Chief Information Officer, pursuant to each such executive officer's respective Change in Control Agreement with Nash-Finch. Pursuant to the Notice of Termination, unless the executive officer voluntarily terminates employment earlier for "Good Reason," such executive officer's employment will be terminated effective December 31, 2013, except for Mr. Sihilling, whose employment will be terminated effective January 31, 2014. Although each of Messrs. Covington, Dimond, Elliott and Sihilling may retain their current positions through such termination, they may no longer be deemed executive officers as a result of a reduction of responsibilities.



Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the Merger Agreement, effective upon the effective time of the Merger, the Certificate of Incorporation set forth in Exhibit 3.1 hereto became the Certificate of Incorporation of Nash-Finch which is incorporated herein by reference.

Pursuant to the Merger Agreement, effective upon the effective time of the Merger, the Bylaws of Merger Sub, as set forth in Exhibit 3.2 hereto, became the Certificate of Incorporation of Nash-Finch which is incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

3.1

Certificate of Incorporation of Nash-Finch Company.

3.2

Bylaws of Nash-Finch Company.

10.1

Amended and Restated Loan and Security Agreement, among Spartan Stores, Inc. and certain of its subsidiaries, as borrowers, and Wells Fargo Bank, N.A., as administrative agent, and certain lenders from time to time party thereto, dated November 19, 2013.


Item 5.07


Submission of Matters to a Vote of Security Holders.

On November 18, 2013, Nash-Finch held a Special Meeting of Stockholders in Edina, Minnesota.

At the Special Meeting, the following proposals were submitted to a vote by stockholders, the results for each of which are set forth below:

1.

To adopt the Agreement and Plan of Merger, dated as of July 21, 2013, by and among Nash-Finch Company (the "Company"), Spartan Stores, Inc. a Michigan corporation ("Spartan Stores"), and SS Delaware, Inc., a Delaware corporation and a wholly-owned subsidiary of Spartan Stores, as it may be amended from time to time.

FOR AGAINST ABSTAIN BROKER

NON-VOTE
9,422,298 86,371 71,169 0

2.

To approve an advisory (non-binding) proposal on the compensation that may be paid or become payable to the Company's named executive officers that is based on or otherwise related to the proposed transactions.

FOR AGAINST ABSTAIN BROKER

NON-VOTE
2,311,941 7,069,947 197,950 0


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