Current Report Filing (8-k)
22 June 2017 - 7:20AM
Edgar (US Regulatory)
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) June 21, 2017
PATTERSON COMPANIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Minnesota
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0-20572
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41-0886515
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1031 Mendota Heights Road
St. Paul, Minnesota 55120
(Address of Principal Executive Offices, including Zip Code)
(651) 686-1600
(Registrants 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 provisions (
see
General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule
12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
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. ☐
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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(b) On June 21, 2017, Patterson Companies, Inc. (the Company) announced that John E. Adent will resign as Chief Executive Officer of the
Companys Animal Health segment, effective July 2, 2017.
(e) In connection with the cessation of his employment, Mr. Adent and Animal
Health International, Inc. (Animal Health) entered into a Severance Agreement, dated June 21, 2017 (Severance Agreement), which is filed as Exhibit 10 to this Current Report on Form 8-K and is incorporated by reference
herein. Under the terms of the Severance Agreement and in consideration of a general waiver and release of claims, Mr. Adent will be paid (a) the severance pay and COBRA coverage payments provided in his Employment Agreement dated
May 2, 2015 (Employment Agreement) based on a deemed termination date of June 15, 2017; provided, however, that his Cash Compensation (as defined in the Employment Agreement) for purposes of calculating such severance will be
the sum of (i) his current annual base salary and (ii) the average annual cash incentive bonus paid to him in respect of fiscal years 2016 and 2015, and (b) a cash payment based on the value of the unvested restricted stock units he
holds that are outstanding on July 2, 2017. If Mr. Adent materially breaches the Severance Agreement, payment obligations to Mr. Adent cease unless and until a court or arbitrator determines otherwise. If a court or arbitrator
determines Mr. Adent has materially breached the Severance Agreement, he would be obligated to repay to Animal Health all moneys paid to him under the Severance Agreement. Among the commitments entered into in the Severance Agreement,
Mr. Adent has agreed to post-employment non-compete and non-solicitation provisions through July 1, 2019, as well as a non-disclosure provision.
Item 7.01
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Regulation FD Disclosure.
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A copy of the press release issued by the Company on June 21, 2017
announcing the cessation of Mr. Adents employment is furnished as Exhibit 99 to this Current Report on Form 8-K and is incorporated by reference herein. The information in Exhibit 99 shall not be deemed filed for purposes of
Section 18 of the Exchange Act and shall not be deemed incorporated by reference into any filing under the Securities Act.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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10
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Severance Agreement by and between Animal Health International, Inc. and John E. Adent,
dated June 21, 2017.
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99
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Press Release of Patterson Companies, Inc., dated June 21, 2017.
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1
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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PATTERSON COMPANIES, INC.
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Date: June 21, 2017
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By:
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/s/ Les B. Korsh
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Les B. Korsh
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Vice President, General Counsel and Secretary
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2
EXHIBIT INDEX
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Exhibit
Number
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Description
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10
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Severance Agreement by and between Animal Health International, Inc. and John E. Adent, dated June 21, 2017.
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99
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Press Release of Patterson Companies, Inc., dated June 21, 2017.
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