8-K

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):October 29, 2018

_________________________________________________

MSC Industrial Direct Co., Inc.

(Exact Name of Registrant as Specified in Its Charter)

New York	1-14130	11-3289165
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

75 Maxess Road, Melville, New York			11747
(Address of principal executive offices)			(Zip Code)
Registrant’s telephone number, including area code: (516) 812-2000
		Not Applicable
	(Former name or 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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ 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☐

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 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT

As previously disclosed, on July 25, 2018, MSC Industrial Direct Co., Inc. (the “Company”) entered into an agreement (the “Stock Purchase Agreement”) with Mitchell Jacobson, the Company’s Chairman, Erik Gershwind, the Company’s President and Chief Executive Officer, and three other beneficial owners (collectively, the “Sellers”) of the Company’s Class B common stock, pursuant to which, in connection with the Company’s existing share repurchase authorization, each Seller agreed to sell or cause to be sold by trusts or other entities on whose behalf such Seller acts, and the Company agreed to purchase, a pro rata number of shares of Class A Common Stock, such that the Sellers’ aggregate percentage ownership in the Company would remain substantially the same. The shares to be purchased under the Stock Purchase Agreement are purchased each month at a price per share equal to the volume weighted average market price that the Company paid for shares repurchased during the previous month from holders of Class A Common Stock under the share repurchase authorization.

On October 29, 2018, the Company entered into a termination agreement with the Sellers (the “Termination Agreement”).  Under the terms of the Termination Agreement, all rights and obligations under the Stock Purchase Agreement are terminated, provided that the obligations of the parties to purchase and sell shares with respect to the month of October 2018 remain in effect.

The foregoing description of the Termination Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Termination Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits:
Exhibit No.	Description
10.1	Termination Agreement, dated as of October 29, 2018, by and among MSC Industrial Direct Co., Inc. and the shareholders party thereto.

-2-

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.

	MSCINDUSTRIALDIRECTCO.,INC.
Date:  November 1, 2018	By:	/s/ Rustom Jilla
	Name:	Rustom Jilla
	Title:	Executive Vice President and Chief Financial Officer

-3-

EX-10.1

Exhibit 10.1

TERMINATION AGREEMENT

TERMINATION AGREEMENT, dated as of October 29, 2018 (this “Agreement”), by and among MSC INDUSTRIAL DIRECT CO., INC., a New York corporation (the “Company”) and the shareholders party hereto (collectively, the “Sellers”).

R E C I T A L S

WHEREAS, the Company and the Sellers entered into a Stock Purchase Agreement, dated as of July 25, 2018 (as amended, the “Stock Purchase Agreement”);

WHEREAS, the Company and the Sellers wish to modify the Percentage Participations set forth in Schedule I to the Stock Purchase Agreement; and

WHEREAS, the Company and the Sellers wish to terminate the Stock Purchase Agreement pursuant to Section 7.1(a) of the Stock Purchase Agreement;

NOW THEREFORE, in consideration of the covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Sellers hereby severally agree with the Company and the Company agrees with each Seller as follows:

1. Definitions.  Capitalized terms used herein and not otherwise defined in this Agreement shall have the respective meanings assigned to such terms in the Stock Purchase Agreement.

2. Termination.  The Company and the Sellers hereby agree that the respective rights andobligations of the Company and the Sellers under the Stock Purchase Agreement shall be terminated, cancelled and extinguished; provided that the obligations of the Company and the Sellers to purchase and sell Shares in accordance with Section 1.3 of the Stock Purchase Agreement with respect to the month of October 2018 shall remain in full force and effect and the Percentage Participations with respect to the October 2018 calendar month purchase and sale obligations are amended to be as set forth in Schedule I hereto.

3. GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 

4. Counterparts.  This Agreement may be executed in any number of counterparts, including via facsimile, each of which shall be an original, but all of which together shall constitute one instrument.

[Signatures follow on next page]

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first written above.

MSC INDUSTRIAL DIRECT CO., INC.
By:	/s/ Steve Armstrong
Name:	Steve Armstrong
Title:	Senior Vice President, General Counsel and Corporate Secretary
/s/ Mitchell Jacobson
Mitchell Jacobson
/s/ Marjorie Gershwind Fiverson
Marjorie Gershwind Fiverson
/s/ Erik Gershwind
Erik Gershwind
/s/ Stacey Bennett
Stacey Bennett
/s/ Harlan B. Korenvaes
Harlan B. Korenvaes

2

[Termination Agreement]

Schedule I

Name of Seller	Percentage Participation
Mitchell Jacobson	0
Marjorie Gershwind Fiverson	0
Erik Gershwind	0
Stacey Bennett	11.8
Harlan B. Korenvaes	88.2