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): February 27, 2008
DOLLAR
TREE, INC.
(Exact
name of registrant as specified in its charter)
VIRGINIA
(State or
Other Jurisdiction of Incorporation)
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0-25464
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26-2018846
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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500 Volvo
Parkway
Chesapeake,
VA 23320
(Address
of Principal Executive Offices and Zip Code)
(757)
321-5000
(Registrant’s
Telephone Number, Including Area Code)
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:
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))
Item 1.01. Entry
into a Material Definitive Agreement.
On
February 27, 2008, Dollar Tree Stores, Inc. (“Predecessor”) entered into an
Agreement and Plan of Merger (the “Reorganization Agreement”) with Dollar
Tree, Inc. (the “Registrant”) and Dollar Tree Merger Sub, Inc. (“Merger Sub”) to
form a holding company (the “Reorganization”). The holding company
was formed to provide a more efficient corporate structure.
Under the
Reorganization, and effective as of March 2, 2008 (the “Effective Date”), the
Registrant became the successor to the Predecessor pursuant to Rule 12g-3 of the
Securities Exchange Act of 1934, as amended (the “Act”). Until the
Reorganization, the Predecessor’s common stock, par value $0.01, was registered
pursuant to Section 12(b) of the Act.
The
Reorganization occurred pursuant to Section 13.1-719.1 of the Virginia Stock
Corporation Act, which provides for the formation of a holding company without a
vote of the shareholders of the constituent corporations. Pursuant to the terms
of the Reorganization Agreement, the Predecessor and its indirect, wholly-owned
subsidiary, Merger Sub, were merged (the “Merger”). The Predecessor
survived the Merger, the separate corporate existence of Merger Sub ceased and
the Predecessor became a direct, wholly-owned subsidiary of the
Registrant.
In
accordance with the terms of the Reorganization Agreement:
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(i)
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each
share or fractional share of Common Stock of the Predecessor (the
“Predecessor Common Stock”) issued and outstanding immediately prior to
the Merger was converted into a right to receive a share or fractional
share of Common Stock of the Registrant (the “Registrant Common Stock”)
having the same designations, rights, powers and preferences, and
qualifications, limitations and restrictions thereof, as the shares of
Predecessor Common Stock so converted;
and
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(ii)
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each
share of capital stock of Merger Sub issued and outstanding immediately
prior to the Merger was converted into a share of Common Stock of the
Predecessor.
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The
Merger qualified as a reorganization under section 368(a) of the Internal
Revenue Code of 1986, as amended (the “Code”), and, as a result, the
shareholders of the Predecessor will not recognize gain or loss for United
States federal income tax purposes.
The
business, management, directors and the rights and limitations of shareholders
following the Merger will be identical to the business, management, directors
and the rights and limitations of shareholders immediately preceding the
Merger.
The
common stock of the Registrant is listed on the Nasdaq Global Select Market
under the same symbol (DLTR) under which the Common Stock of the Predecessor was
listed prior to the Merger. The Common Stock of the Predecessor ceased trading
at the close of the market on February 29, 2008. The Registrant will
mail to all shareholders instructions regarding the process of exchanging shares
of the Predecessor’s Common Stock for shares of the Common Stock of the
Registrant.
A copy of
the Reorganization Agreement is attached hereto as Exhibit 2.1 and is
incorporated by reference into this Item 1.01.
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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(e) The
Registrant adopted all of the active shareholder-approved stock plans of the
Predecessor, including those in which its named executive officers may
participate (the “Plans”). The Plans have been amended to reflect the
assumption by Registrant of the obligations of the Predecessor under the
Plans. The adoption by the Registrant of the Plans and its assumption
of the Predecessor’s obligations under the Plans were approved by its Board of
Directors. The amendments to the 2005 Employee Stock Purchase Plan,
the 2004 Executive Officer Equity Plan, the 2003 Equity Incentive Plan and
the Stock Incentive Plan attached hereto as Exhibits 10.1, 10.2, 10.3
and 10.4, respectively, and are incorporated into this Item
5.02.
As of the
Effective Time, the Registrant assumed the obligations of the Predecessor under
various compensatory arrangements with the named executive officers and other
officers. A copy of the Assumption Agreement is attached hereto as
Exhibit 10.5 and is incorporated by reference into this Item 5.02.
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Item
5.03
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Amendment
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
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(a) The
Registrant adopted articles of incorporation (the “Articles”) and bylaws (the
“Bylaws”) that are identical to the pre-Merger articles of incorporation and
bylaws of the Predecessor except for certain non-material provisions permissible
under Section 13.1-719.1(B)(2) of the Corporation Act. The Registrant
will have the same authorized capital stock and the designations, rights, powers
and preferences of such capital stock, and the qualifications, limitations and
restrictions thereof will be the same as that of the Predecessor’s capital stock
immediately prior to the Merger.
The
Articles and the Bylaws of the Registrant are attached hereto as Exhibits 3.1
and 3.2, respectively, and are incorporated by reference into this Item
5.03.
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Item
7.01
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Regulation
FD Disclosure.
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A press
release describing the Reorganization reported under Item 1.01 hereof is being
furnished as Exhibit 99.1 hereto.
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Item
8.01
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Other
Events.
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As
reported under Item 5.02(e), the Registrant has adopted all of the active
shareholder-approved stock plans of the Predecessor. These include
plans in which non-management directors may participate: the 2003 Director
Deferred Compensation Plan and the 2003 Non-Employee Director Stock Option Plan,
amendments to which are attached hereto as Exhibits 10.6 and 10.7, respectively,
and are incorporated by reference into this Item 8.01.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibit Index
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Exhibit
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Number
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Description
of Exhibits
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2.1
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Agreement
and Plan of Merger among Dollar Tree Stores, Inc., Dollar Tree, Inc.
and Dollar Tree Merger Sub, Inc., dated February 27,
2008.
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3.1
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Articles
of Incorporation of Dollar Tree, Inc.
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3.2
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Bylaws
of Dollar Tree, Inc.
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10.1
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Amendment
to the 2005 Employee Stock Purchase Plan.
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10.2
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Third
Amendment to the 2004 Executive Officer Equity Plan.
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10.3
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Third
Amendment to the 2003 Equity Incentive Plan.
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10.4
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Fifth
Amendment to the Stock Incentive Plan.
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10.5
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Assignment
and Assumption Agreement.
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10.6
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Third
Amendment to the 2003 Director Deferred Compensation
Plan.
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10.7
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Second
Amendment to the 2003 Non-Employee Director Stock Option
Plan.
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99.1
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Press
Release dated March 3, 2008.
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SIGNATURES
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.
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DOLLAR
TREE, INC.
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Date:
March 3, 2008
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By:
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/s/ Bob
Sasser
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Bob
Sasser
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President
and Chief Executive Officer
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EXHIBIT
INDEX
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Exhibit
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Number
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Description
of Exhibits
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2.1
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Agreement
and Plan of Merger among Dollar Tree Stores, Inc., Dollar Tree, Inc.
and Dollar Tree Merger Sub, Inc., dated February 27,
2008.
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3.1
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Articles
of Incorporation of Dollar Tree, Inc.
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3.2
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Bylaws
of Dollar Tree, Inc.
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10.1
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Amendment
to the 2005 Employee Stock Purchase Plan.
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10.2
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Third
Amendment to the 2004 Executive Officer Equity Plan.
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10.3
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Third
Amendment to the 2003 Equity Incentive Plan.
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10.4
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Fifth
Amendment to the Stock Incentive Plan.
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10.5
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Assignment
and Assumption Agreement.
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10.6
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Third
Amendment to the 2003 Director Deferred Compensation
Plan.
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10.7
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Second
Amendment to the 2003 Non-Employee Director Stock Option
Plan.
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99.1
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Press
Release dated March 3, 2008.
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