8-K 1 nc10002379x2_8k.htm FORM 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): June 5, 2019


KAR Auction Services, Inc.
(Exact name of Registrant as specified in its charter)


Delaware
001-34568
20-8744739
(State or other jurisdiction
of incorporation)
(Commission File Number)
 
(I.R.S. Employer
Identification No.)
 
 
 
13085 Hamilton Crossing Boulevard Carmel, Indiana
46032
(Address of principal executive offices)
(Zip Code)

(800) 923-3725 
(Registrant’s telephone number, including area code)
 
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.          ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.01 per share
KAR
New York Stock Exchange
 
Item 8.01
Other Events.

On June 5, 2019, in connection with the proposed separation of its wholly-owned subsidiary IAA Spinco Inc. (“IAA”), KAR Auction Services, Inc. (“KAR”) announced in a press release that its board of directors has declared a distribution to KAR stockholders of one share of IAA’s common stock for every one share of IAA common stock they own as of 5:00 p.m. Eastern time on June 18, 2019, the record date for the distribution. The distribution is expected to be effective at 12:01 a.m. Eastern time on June 28, 2019. Completion of the distribution is subject to the satisfaction or waiver of a number of conditions, including the effectiveness of the Form 10 and certain other conditions described in the information statement included in the Form 10 and in the form of Separation and Distribution Agreement, which is filed as an exhibit to the Form 10.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01
Financial Statements and Exhibits.

Exhibit No.
Description
KAR Board of Directors Approve IAA Salvage Auction Business Spin-Off, dated June 5, 2019
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.
 
 
KAR Auction Services, Inc.
     
 
By:
 /s/ Eric M. Loughmiller
 
Name:
Eric M. Loughmiller
 
Title:
Executive Vice President and Chief Financial Officer

Dated: June 5, 2019