Form 8-K DAVIDsTEA Inc. For: Mar 27
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
March 27, 2018
DAVIDsTEA Inc.
(Exact name of registrant as specified in charter)
|
Canada |
|
001-37404 |
|
98-1048842 |
|
(State or Other Jurisdiction |
|
(Commission File Number) |
|
(I.R.S. Employer |
5430 Ferrier
Town of Mount-Royal,
Québec, Canada
(Address of Principal Executive Offices)
H4P 1M2
(Zip Code)
(888) 837-0006
(Registrant’s telephone number, including area code)
Not Applicable
(Former name of former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x
Item 7.01 Regulation FD Disclosure.
On March 27, 2018, the special committee of DAVIDsTEA Inc. issued a press release announcing its response to announcements made by the company’s shareholder, Rainy Day Investments Ltd. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information presented under Item 7.01 in this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
|
Exhibit No. |
|
Description |
|
|
|
|
|
99.1 |
|
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
DAVIDsTEA Inc. | |
|
|
|
|
|
|
|
|
|
|
By: |
/s/ Joel Silver |
|
|
Name: |
Joel Silver |
|
|
Title: |
President and Chief Executive Officer |
Date: March 27, 2018
DAVIDsTEA Provides Further Update on its Strategic Alternatives
Montreal, March 27, 2018—(GLOBE NEWSWIRE) DAVIDsTEA Inc. (Nasdaq: DTEA) today provided an update on its ongoing strategic alternatives process.
Today the Board of Directors of DAVIDsTEA Inc. (DTEA) responded to the most recent public announcement of Rainy Day Investments Ltd. (RDI), a holder of 46% of the outstanding shares of DAVIDsTEA, and Mr. Herschel Segal, RDI’s president and a former member of the Board of Directors of the company. RDI had been represented on the Board since the company’s initial public offering in 2015, and has been instrumental in selecting and guiding the management team until the resignation of Mr. Segal.
As previously announced, the Board is considering the “alternative” slate proposed by RDI and looks forward to nominating a slate of directors qualified to represent all of the company’s shareholders. The Board has received feedback from other significant shareholders and continues to be mindful of that during this process. In considering the best interests of the company and all of its shareholders, the Board will evaluate the merits of any director duly recommended by a shareholder of the company, and if appropriate, nominate such person for service.
The Board will evaluate the merits of any strategic proposal received and will determine what, in its judgement, is in the best interests of the company and all of its shareholders.
Forward-Looking Statements:
This press release includes forward-looking statements. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,” “plan,” “could,” “may,” “will,” “believe,” “estimate,” “forecast,” “goal,” “project,” and other words of similar meaning. These forward-looking statements address various matters including management’s beliefs and plans regarding the Company’s strategic direction. Actual events may differ materially from these expectations due to risks and uncertainties including the risks of undertaking a public strategic process, the risks of a public proxy context as well as set forth in the Company’s Annual Report on Form 10-K dated April 12, 2017 and filed with the Securities and Exchange Commission on April 13, 2017. Any forward-looking statement made by the Company in this release speaks only as of the date on which the Company makes it. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.
About DAVIDsTEA:
DAVIDsTEA is a retailer of specialty tea, offering a differentiated selection of proprietary loose-leaf teas, pre-packaged teas, tea sachets and tea-related gifts, accessories and food and beverages, primarily through 236 company-operated DAVIDsTEA stores throughout Canada and the United States as of October 28, 2017, and its website, davidstea.com. The Company is headquartered in Montréal, Canada.
Media Contact:
MaisonBrison Communications
Rick Leckner
514.731.0000