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: July 18, 2011 (Date of earliest event reported: July 14, 2011)
UNITED STATIONERS INC.
(Exact name of registrant as specified in its charter)
Delaware | 0-10653 | 36-3141189 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
One Parkway North Blvd. Suite 100 Deerfield, Illinois |
60015-2559 | |||
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code (847) 627-7000
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):
¨ | 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 14, 2011, the Registrants Board of Directors increased the size of the Board from ten to eleven members and elected Jonathan P. Ward to the Board of Directors. Mr. Ward will serve as a Class III director, whose term will expire in 2013, and as a member of the Audit Committee and Finance Committee of the Board.
Mr. Ward will receive compensation pursuant to the Summary of Director Compensation which has been described in the Companys prior SEC filings.
A copy of the Registrants press release announcing the election of Mr. Ward to the Board of Directors of the Registrant is attached as Exhibit 99.1 and incorporated herein by reference.
Item 8.01 | Other Events. |
On July 15, 2011, the Registrant issued a press release announcing that its Board of Directors approved an expanded stock repurchase program authorizing the purchase of an additional $100 million of the Registrants Common Stock. The Registrant currently has less than $100 thousand remaining under the prior authorization approved by the Board of Directors in October 2010. Under this program, purchases may be made from time to time in the open market or in privately negotiated transactions. Depending on market and business conditions and other factors, these purchases may be commenced or suspended at any time without notice.
A copy of the Registrants press release is attached as Exhibit 99.2 hereto and is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
The following exhibits are filed herewith:
Exhibit |
Description | |
99.1* |
Press Release, dated July 15, 2011, electing Jonathan P. Ward to the Board of Directors of the Registrant. | |
99.2* |
Press Release, dated July 15, 2011, announcing a new share repurchase program |
* | Filed herewith. |
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, thereunto duly authorized.
UNITED STATIONERS INC. | ||
Date: July 18, 2011 | /s/ Eric A. Blanchard | |
Senior Vice President, General Counsel and Secretary |
UNITED STATIONERS INC.
EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K
DATED JULY 18, 2011
Exhibit |
Description |
Method of Filing | ||
99.1 | Press Release, dated July 15, 2011, electing Jonathan P. Ward to the Board of Directors of the Registrant | Filed Herewith | ||
99.2 | Press Release, dated July 15, 2011, announcing a new share repurchase program | Filed Herewith |
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Exhibit 99.1
news release |
Executive Offices | For Further Information Contact: | |
One Parkway North Blvd. | ||
Suite 100 | ||
Deerfield, IL 60015-2559 | P. Cody Phipps | |
President and Chief Executive Officer | ||
or | ||
Victoria J. Reich | ||
Sr. Vice President and Chief Financial Officer | ||
United Stationers Inc. | ||
(847) 627-7000 |
UNITED STATIONERS ELECTS WARD
TO ITS BOARD OF DIRECTORS
DEERFIELD, Ill., July 15, 2011 United Stationers Inc. (Nasdaq: USTR), a leading wholesale distributor of business products, announced today that Jonathan P. Ward has joined its board of directors and will serve on the Audit and Finance committees. His election to the board brings the total number of members to eleven, which includes ten independent directors.
Mr. Ward, 57, is an operating partner at Kohlberg & Company, LLC, a private equity firm, and has been with Kohlberg since 2009.
Before joining Kohlberg, Mr. Ward was chairman of the Chicago office of Lazard Ltd. and managing director, Lazard Freres & Co., LLC., with responsibility for Lazards Midwest advisory business and leading the firms business/consumer services practice.
Prior to Lazard, Mr. Ward was at The ServiceMaster Company for six years, where he began as president and chief executive officer in 2001 and then became chairman and chief executive officer in 2002. In addition, Mr. Ward was with R.R. Donnelley & Sons Company for 23 years, where he most recently was president and chief operating officer.
Mr. Ward earned a bachelors degree in chemical engineering from the University of New Hampshire and also completed the Harvard Business School Advanced Management Program. He currently serves as a board member of Sara Lee Corporation and KARS Holdings.
We are extremely pleased to have a member as well qualified as Jon on our board, said Frederick B. Hegi, Jr., chairman of United Stationers board of directors. His past leadership as a CEO and extensive experience in finance, business development and strategic planning make him a valuable addition to our board.
Company Overview
United Stationers Inc. is a leading wholesale distributor of business products, with 2010 net sales of approximately $4.8 billion. The company stocks approximately 100,000 items, including technology products, traditional office products, janitorial and breakroom supplies, office furniture, and industrial supplies. A network of 64 distribution centers allows it to deliver these products to over 25,000 reseller customers. This network, combined with Uniteds depth and breadth of inventory, enables the company to ship most products overnight to more than 90% of the U.S. and major cities in Mexico. For more information, visit www.unitedstationers.com.
United Stationers common stock trades on the NASDAQ Global Select Market under the symbol USTR.
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Exhibit 99.2
news release |
Executive Offices | For Further Information Contact: | |
One Parkway North Blvd. | ||
Suite 100 | ||
Deerfield, IL 60015-2559 | P. Cody Phipps | |
President and Chief Executive Officer | ||
or | ||
Victoria J. Reich | ||
Sr. Vice President and Chief Financial Officer | ||
United Stationers Inc. | ||
(847) 627-7000 |
UNITED STATIONERS BOARD DECLARES REGULAR DIVIDEND AND
INCREASES SHARE REPURCHASE AUTHORIZATION
DEERFIELD, Ill., July 15, 2011 United Stationers Inc. (NASDAQ: USTR) announced that on July 14, 2011 its board of directors declared a quarterly cash dividend of $0.13 per share payable on October 14, 2011 to stockholders of record at the close of business on September 15, 2011.
The board also approved and authorized the company to purchase an additional $100 million of its common stock. Repurchases will be made in accordance with applicable securities laws in the open market or in privately negotiated transactions. Depending on market conditions and other factors, these repurchases may commence or cease from time to time without prior notice.
The company currently has less than $100 thousand remaining under the prior authorization approved by its board in October 2010.
Forward-Looking Statements
This news release contains forward-looking statements, including references to goals, plans, strategies, objectives, projected costs or savings, anticipated future performance, results or events and other statements that are not strictly historical in nature. These statements are based on managements current expectations, forecasts and assumptions. This means they involve a number of risks and uncertainties that could cause actual results to differ materially from those expressed or implied here. These risks and uncertainties include, but are not limited to the following: prevailing economic conditions and changes affecting the business products industry and the general economy; Uniteds ability to effectively manage its operations and to implement growth, cost-reduction and margin-enhancement initiatives; Uniteds reliance on key customers, and the business, credit and other risks inherent in continuing or increased customer concentration; Uniteds reliance on key suppliers and the supplier allowances and promotional incentives they offer; Uniteds reliance on independent resellers for a significant percentage of its net sales and therefore the importance of the continued independence, viability and success of these resellers; continuing or increasing competitive activity and pricing pressures within existing or expanded product categories, including competition from product manufacturers who sell directly to Uniteds customers; the impact of variability in customer and end-user demand patterns on Uniteds product sales mix and, in turn, on profit margins; the impact of a loss of, or substantial decrease in, the availability of products or service from key suppliers at competitive prices; the availability of financing sources to meet Uniteds business needs; Uniteds ability to manage inventory in order to maximize sales and supplier allowances while minimizing excess and obsolete inventory; Uniteds ability to maintain its existing information technology and e-commerce systems and to successfully procure and implement new systems without business disruption or other unanticipated difficulties or costs; Uniteds ability to effectively identify, consummate and integrate acquisitions; Uniteds reliance on key management personnel, both in day-to-day operations and in execution of new business initiatives; and the effects of hurricanes, acts of terrorism and other natural or man-made disruptions.
-more-
United Stationers Board Declares Regular Dividend and
Increases Share Repurchase Authorization
Page 2
Shareholders, potential investors and other readers are urged to consider these risks and uncertainties in evaluating forward-looking statements and are cautioned not to place undue reliance on the forward-looking statements. For additional information about risks and uncertainties that could materially affect Uniteds results, please see the companys Securities and Exchange Commission filings. The forward-looking information in this news release is made as of this date only, and the Company does not undertake to update any forward-looking statement. Investors are advised to consult any further disclosure by United regarding the matters discussed in this release in its filings with the Securities and Exchange Commission and in other written statements it makes from time to time. It is not possible to anticipate or foresee all risks and uncertainties, and investors should not consider any list of risks and uncertainties to be exhaustive or complete.
Company Overview
United Stationers Inc. is a leading wholesale distributor of business products, with 2010 net sales of approximately $4.8 billion. The company stocks approximately 100,000 items, including technology products, traditional office products, janitorial and breakroom supplies, office furniture, and industrial supplies. A network of 64 distribution centers allows it to deliver these products to over 25,000 reseller customers. This network, combined with Uniteds depth and breadth of inventory, enables the company to ship most products overnight to more than 90% of the U.S. and major cities in Mexico. For more information, visit www.unitedstationers.com.
United Stationers common stock trades on the NASDAQ Global Select Market under the symbol USTR.
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