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 Act of 1934
Date of Report (Date of earliest event reported): March 24, 2006
WILD OATS MARKETS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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0-21577
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84-1100630 |
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(Commission File Number)
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(I.R.S. Employer |
| incorporation or organization)
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Identification Number) |
3375 Mitchell Lane
Boulder, Colorado 80301
(Address of principal executive offices, including zip code)
(303) 440-5220
(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 provisions:
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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 240.13a-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
On March 24, 2006, Wild Oats Markets, Inc. (the “Company”) and Wells Fargo Bank, N.A. entered into
Amendment No. 2 (the “Amendment”) to the Rights Agreement dated as of May 22, 1998 (as amended, the
“Rights Agreement”). The Amendment excludes from the definition of “Acquiring Person” in the
Rights Agreement each of Ronald W. Burkle, Yucaipa American Management, LLC, Yucaipa American
Funds, LLC, Yucaipa American Alliance Fund I, LLC, Yucaipa American Alliance Fund I, LP or Yucaipa
American Alliance (Parallel) Fund I, LP or any of their respective Affiliates or Associates (the
“Yucaipa Group”) (but only so long as none of such Persons is the Beneficial Owner (as defined in
the Rights Agreement) of 20% or more of the shares of common stock then outstanding). The effect
of the Amendment is to permit members of the Yucaipa Group to acquire Beneficial Ownership up to
20% of the Company’s outstanding common stock without triggering certain adverse consequences under
the Rights Agreement, whereas it could only have acquired Beneficial Ownership of up to 15% of the
Company’s outstanding common stock prior to the amendment. Based upon a Schedule 13D/A filed by
the Yucaipa Group on February 3, 2006 and the number of shares of the Company’s outstanding common
stock as of March 24, 2006, the Yucaipa Group beneficially owns approximately 15.0% of the
Company’s outstanding common stock. The Schedule 13D/A filed by the Yucaipa Group reported
beneficial ownership by them of 14.9% of the Company’s outstanding common stock on February 3,
2006. The percentage ownership of the Company’s outstanding common stock beneficially owned by the
Yucaipa Group increased above 15% as a result of the repurchase by the Company of 678,530 shares
its common stock effective February 19, 2006.
The foregoing description of the Amendment is qualified in its entirety by reference to the full
text of (i) the Rights Agreement prior to the Amendment, a copy of which was filed with the
Commission on May 21, 1998 as Exhibit 1 to the Company’s Registration Statement on Form 8-A and
incorporated herein by this reference, (ii) Amendment No. 1 to Rights Agreement dated as of
February 26, 2002, a copy of which was filed with the Commission on March 27, 2003 as Exhibit 4.4
to the Company’s Annual Report on Form 10-K for the year ended December 29, 2001 and incorporate
herein by this reference, and (iii) the Amendment, a copy of which is attached hereto as Exhibit
4.1 and incorporated herein by this reference.
Item 3.03 Material Modifications to Rights of Security Holders.
See the description of the Amendment to the Rights Agreement under Item 1.01 above, which is
incorporated herein by this reference.
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 24, 2006, the Board of Directors of the Company amended the Company’s Amended and Restated
Bylaws, adopted August 19, 1996 (the “Bylaws”), to eliminate an ambiguity regarding the vote
required for stockholders to approve matters other than the election of directors or as otherwise
provided by law. The Bylaws previously provided, “Except as otherwise provided by law, the
Certificate of Incorporation or these By-Laws, all action taken by the holders of a majority of the
voting power represented at any meeting at which a quorum is present shall be valid and binding
upon the corporation...” The comparable provision of the Bylaws, as amended, provides as follows:
“When a quorum is present at any meeting, ... a majority of the votes cast upon any other matter
shall be the act of the stockholders, unless a different vote is required by an express provision
of applicable law, the corporation’s certificate of incorporation, these Bylaws or the rules or
regulations of the NASD, the Nasdaq Stock Market or any stock exchange applicable to the
corporation, in which case such express provision shall govern.” The amendment reflects the
approach currently taken in Nasdaq Marketplace Rule 4350(i)(6), which provides that “Where
shareholder approval is required, the minimum vote which will constitute shareholder approval shall
be a majority of the total votes cast on the proposal.”
The foregoing description of the amendment to the Bylaws contained in this report is qualified in
its entirety by reference to (i) the full text of the prior Bylaws, a copy of which was filed with
the Commission on August 30, 1996 as Exhibit 3.II.2 to the Company’s Registration Statement on Form
S-1 and