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): November 21, 2011 (November 19, 2011)
WEIGHT WATCHERS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Virginia | 001-16769 | 11-6040273 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
11 Madison Avenue, 17th Floor, New York, New York | 10010 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (212) 589-2700
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)) |
Item 3.03. Material Modification to Rights of Security Holders.
The Rights Agreement, dated as of November 15, 2001, between Weight Watchers International, Inc. (the Company) and Computershare Trust Company, N.A. (formerly EquiServe Trust Company, N.A.), as amended (the Rights Plan), and all preferred stock purchase rights distributed to holders of the Companys common stock pursuant to the Rights Plan, expired by their respective terms on the close of business on November 19, 2011. Accordingly, the Rights Plan is of no further force and effect.
On November 18, 2011, the Company issued a press release announcing the expiration of the Rights Plan. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) | Exhibits. |
Exhibit 99.1 | Press Release dated November 18, 2011. |
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.
WEIGHT WATCHERS INTERNATIONAL, INC. | ||||||||
DATED: November 21, 2011 | By: | /s/ JEFFREY A. FIARMAN | ||||||
Name: | Jeffrey A. Fiarman | |||||||
Title: | Executive Vice President, General Counsel and Secretary |
Exhibit Index
Exhibit |
Description | |
99.1 | Press Release dated November 18, 2011. |
Exhibit 99.1
Contact Information:
Investors: | ||
Weight Watchers International, Inc. | Brainerd Communicators, Inc. | |
Sarika Sahni | Corey Kinger | |
Investor Relations | (212) 986-6667 | |
(212) 589-2751 |
FOR IMMEDIATE RELEASE
WEIGHT WATCHERS ANNOUNCES EXPIRATION OF
SHAREHOLDER RIGHTS PLAN
NEW YORK, N.Y., November 18, 2011 Weight Watchers International, Inc. (NYSE: WTW) today announced that the Company has chosen to allow its shareholder rights plan (the Rights Plan) to expire in accordance with its terms on November 19, 2011, which corresponds to the tenth anniversary of the Companys initial public offering. Shareholders are not required to take any action as a result of this expiration.
In connection with the expiration of the Rights Plan, the Company will be taking routine steps to voluntarily de-register the related preferred stock purchase rights under the Securities Exchange Act of 1934, as amended (the Exchange Act), and to delist the preferred stock purchase rights from the New York Stock Exchange. These actions are administrative in nature and will have no effect on the Companys common stock, which continues to be listed on the New York Stock Exchange and registered under the Exchange Act.
About Weight Watchers International, Inc.
Weight Watchers International, Inc. is the worlds leading provider of weight management services, operating globally through a network of Company-owned and franchise operations. Weight Watchers holds over 45,000 meetings each week where members receive group support and learn about healthy eating patterns, behavior modification and physical activity. WeightWatchers.com provides innovative, subscription weight management products over the Internet and is the leading Internet-based weight management provider in the world. In addition, Weight Watchers offers a wide range of products, publications and programs for those interested in weight loss and weight control.
This news release and any attachments include forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, in particular, earnings guidance and any statements about the Companys plans, strategies and prospects. The Company generally uses the words may, will, could, expect, anticipate, believe, estimate, plan, intend and similar expressions in this news release and any attachments to identify forward-looking statements. The Company bases these forward-looking statements on its current views with respect to future events and financial performance. Actual results could differ materially from those projected in the forward-
looking statements. These forward-looking statements are subject to risks, uncertainties and assumptions, including, among other things: competition from other weight management industry participants or the development of more effective or more favorably perceived weight management methods; the Companys ability to continue to develop innovative new services and products and enhance its existing services and products, or the failure of its services and products to continue to appeal to the market; the effectiveness of the Companys marketing and advertising programs; the impact on the Weight Watchers brand of actions taken by the Companys franchisees and licensees; risks and uncertainties associated with the Companys international operations, including economic, political and social risks and foreign currency risks; the Companys ability to successfully make acquisitions or enter into joint ventures, including its ability to successfully integrate, operate or realize the projected benefits of such businesses; uncertainties related to a downturn in general economic conditions or consumer confidence; the seasonal nature of the Companys business; the impact of events that discourage people from gathering with others; the Companys ability to enforce its intellectual property rights both domestically and internationally, as well as the impact of its involvement in any claims related to intellectual property rights; uncertainties regarding the satisfactory operation of the Companys information technology or systems; the impact of security breaches and privacy concerns; the impact of disputes with the Companys franchise operators; the impact of existing and future laws and regulations; the impact of the Companys debt service obligations and restrictive debt covenants; the possibility that the interests of the Companys majority owner will conflict with the other holders of the Companys common stock; and other risks and uncertainties, including those detailed from time to time in the Companys periodic reports filed with the Securities and Exchange Commission. You should not put undue reliance on any forward-looking statements. You should understand that many important factors, including those discussed herein, could cause the Companys results to differ materially from those expressed or suggested in any forward-looking statement. Except as required by law, the Company does not undertake any obligation to update or revise these forward-looking statements to reflect new information or events or circumstances that occur after the date of this news release or to reflect the occurrence of unanticipated events or otherwise. Readers are advised to review the Companys filings with the Securities and Exchange Commission (which are available from the SECs EDGAR database at www.sec.gov, at various SEC reference facilities in the United States and via the Companys website at www.weightwatchersinternational.com).
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