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

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
PLNT > SEC Filings for PLNT > Form 8-K on 21-Nov-2016All Recent SEC Filings

Show all filings for PLANET FITNESS, INC.



Change in Directors or Principal Officers, Other Events, Financial Statement

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

(b) On November 22, 2016, following completion of the sale of the Shares (as defined below) pursuant to the Underwriting Agreement (as described below), the shares of Class A and Class B common stock of Planet Fitness, Inc. (the "Company") owned by investment funds affiliated with TSG Consumer Partners, LLC ("TSG") will be reduced below 50% of the shares of the Company's Class A and Class B common stock held by TSG prior to the completion of the Company's initial public offering. As a result, in accordance with the terms of the Stockholders Agreement to which TSG is a party, upon the completion of the sale of the Shares Edward Wong will tender his resignation as a director of the Company, which resignation will be accepted by the Company effective as of the conclusion of the 2017 annual meeting of stockholders.

Item 8.01 Other Events

On November 16, 2016, the Company entered into an Underwriting Agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC (the "Underwriter") and the selling stockholders listed on Schedule I thereto (the "Selling Stockholders"), relating to the underwritten offering of 15,000,000 shares (the "Shares") of the Company's Class A common stock, par value $0.01 per share, including 10,136,285 shares of Class A common stock to be issued upon exchange of an equivalent number of common units of its subsidiary, Pla-Fit Holdings, LLC, together with an equal number of shares of its Class B common stock (the "Offering"). All of the Shares are being sold by the Selling Stockholders. The Underwriter has agreed to purchase the Shares from the Selling Stockholders pursuant to the Underwriting Agreement at a price of $23.22 per share.

The Offering is being made only by means of a prospectus. A shelf registration statement (including a prospectus) relating to the offering of common stock was filed with the Securities and Exchange Commission ("SEC") on September 1, 2016, and became effective on September 9, 2016 (Registration No. 333-213417) (the "Registration Statement"). A prospectus supplement relating to the Offering was filed with the SEC on November 16, 2016. The closing of the Offering is expected to take place on November 22, 2016, subject to the satisfaction of customary closing conditions. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K.

Ropes & Gray LLP, counsel to the Company, has issued an opinion to the Company, dated November 21, 2016, regarding the Shares to be sold in the Offering. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K. Certain information relating to Part II, Item 14 "Other Expenses of Issuance and Distribution" of the Registration Statement is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

  No.                                     Description

 1.1         Underwriting Agreement, dated November 16, 2016, by and among the
             Company, the Underwriter and the Selling Stockholders.

 5.1         Opinion of Ropes & Gray LLP

23.1         Consent of Ropes & Gray LLP (included in Exhibit 5.1 above)

99.1         Information relating to Part II, Item 14 "Other Expenses of Issuance
             and Distribution" of the Registration Statement.

  Add PLNT to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for PLNT - All Recent SEC Filings
Copyright © 2017 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.