ESND Essendant Inc.

 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):  May 4, 2015

UNITED STATIONERS INC.

(Exact name of registrant as specified in its charter)

Registrant’s 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):

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

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

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

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

On May 6, 2015, the Registrant announced that Paul Cody Phipps, the Registrant’s President and Chief Executive Officer and a Director, resigned from his position as President and Chief Executive Officer and from the Board of Directors effective May 4, 2015. There are no disagreements between Mr. Phipps and the Registrant on any matter relating to the Registrant’s operations, policies or practices.

The Registrant, United Stationers Supply Co., a wholly owned subsidiary of the Registrant (collectively the “Company”), and Mr. Phipps entered into a Separation Agreement pursuant to which the Company agreed to pay Mr. Phipps the amount of $500,000 payable over a six month period in consideration for transition services and his release of any claims against the Registrant and its affiliates. Mr. Phipps will continue to be subject to the non-compete and non-solicitation provisions set forth in his Executive Employment Agreement with the Registrant dated as of December 31, 2012.  

The Registrant also announced the appointment of Robert B. Aiken, Jr., (52) as the Interim President and Chief Executive Officer effective May 4, 2015.  Mr. Aiken will hold such office until his successor is appointed and qualified or until his earlier removal or resignation. Mr. Aiken currently serves on the Board of Directors of the Registrant.  

Mr. Aiken most recently served as the Chief Executive Officer of Feeding America, the nation’s leading hunger relief organization.  Prior to that role, Mr. Aiken was the Chief Executive Officer of the food company portfolio at Bolder Capital, Managing Director of Capwell Partners, LLC and held several senior executive positions with U.S. Foodservice where he most recently served as the President and Chief Executive Officer.  Prior to joining U.S. Foodservice, Mr. Aiken was President of Milwaukee Sign Co. and President and CEO of Metz Baking Company.  Additional information about Mr. Aiken is provided on page 5 of the Registrant’s definitive proxy statement for its annual meeting of stockholders to be held on May 20, 2015, which was filed with the SEC on April 8, 2015, and is incorporated herein by reference.  

A Press Release announcing Mr. Phipps’ resignation and Mr. Aiken’s appointment is attached as Exhibit 99.1 and incorporated herein by reference.  

The following exhibits are 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.  

Exhibit 99.1

UNITED STATIONERS NAMES BOARD MEMBER ROBERT B. AIKEN JR.

INTERIM CHIEF EXECUTIVE OFFICER

P. Cody Phipps Resigns as Chief Executive Officer

Board of Directors Initiates Search for Permanent Chief Executive Officer

DEERFIELD, Ill., May 6, 2015 – United Stationers Inc. (NASDAQ: USTR), a leading supplier of workplace essentials, today announced that its Board of Directors has appointed current Board member Robert B. Aiken Jr., 52, interim president chief executive officer, effective immediately. Mr. Aiken will succeed P. Cody Phipps, who has resigned as president and chief executive officer and as a director to pursue another opportunity.

The Board has established a search committee to oversee the process of identifying a permanent chief executive officer.  The committee consists of independent directors Jean S. Blackwell, Paul S. Williams and Stuart A. Taylor II, who will serve as committee chair. The search process will include a full review of internal and external candidates.

“The Board and Cody believe that now is the right time to pursue a leadership transition,” said Charles K. Crovitz, chairman of United Stationers’ board of directors. “On behalf of the Board, I want to thank Cody for his years of service to the company and wish him all the best.”

Crovitz continued, “Bob Aiken is an accomplished executive and proven leader with significant strategic, merchandising and operations experience, and we are grateful that he has agreed to step in to lead the company through this transition.  Bob understands our business well and we are confident in his ability to work closely with our strong management team and committed employees to drive execution of our strategy.  We will continue to position the company to create value for our customers and deliver sustained profitable growth for our shareholders by becoming the fastest and most convenient solution for workplace essentials.”

Mr. Aiken rejoined the United Stationers’ board of directors in February 2015 after previously serving as a director from December 2010 to May 2014.  Throughout his career, Mr. Aiken has held chief executive officer positions at companies with revenues of up to $18 billion.  Most recently, he was chief executive officer of Feeding America, the nation’s leading domestic hunger-relief organization.  Prior to this role, Mr. Aiken was chief executive officer of the food company portfolio at Bolder Capital, a private equity firm.  From 2004 to 2010, Mr. Aiken served in senior leadership positions at U.S. Foodservice, Inc., a leading foodservice distributor, where he most recently served as president and chief executive officer.  Prior to joining U.S. Foodservice, Mr. Aiken was president of Milwaukee Sign Co. and president and chief executive officer of Metz Baking Company.  He began his career as a corporate attorney.

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Company Overview

United Stationers Inc. is a leading supplier of workplace essentials, with 2014 net sales of $5.3 billion. The company stocks a broad assortment of over 160,000 items, including technology products, traditional office products, janitorial and breakroom supplies, office furniture, industrial supplies, and automotive aftermarket tools. The Company's network of 77 distribution centers allows it to deliver these products to approximately 30,000 reseller customers. One of the Company's wholly owned subsidiaries is an online retailer which sells direct to end consumers. This network, combined with United's breadth and depth of inventory, enables the Company to ship most products overnight to more than ninety percent of the U.S. and major cities in Mexico and Canada. For more information, visit unitedstationers.com.

United Stationers common stock currently trades on the NASDAQ Global Select Market under the symbol USTR. As previously announced, on June 1, 2015, United Stationers will become Essendant Inc. and will trade on the NASDAQ Global Select Market under the symbol ESND.

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 management's 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: end-user demand for products in the office, technology, and furniture product categories may continue to decline; United's reliance on key customers, and the risks inherent in continuing or increased customer concentration and consolidations; prevailing economic conditions and changes affecting the business products industry and the general economy; United's ability to effectively manage its operations and to implement growth, cost-reduction and margin-enhancement initiatives; the impact of United's repositioning, restructuring and rebranding activities on United's customers, suppliers, and operations; United's reliance on supplier allowances and promotional incentives; United's 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 United's customers; the impact of supply chain disruptions or changes in key suppliers' distribution strategies; United's ability to maintain its existing information technology systems and the systems and e-commerce services that it provides to customers, and to successfully procure, develop and implement new systems and services without business disruption or other unanticipated difficulties or costs; the creditworthiness of United's customers; United's ability to manage inventory in order to maximize sales and supplier allowances while minimizing excess and obsolete inventory; United's success in effectively identifying, consummating and integrating acquisitions; the risks and expense associated with United's obligations to maintain the security of private information provided by United's customers; the costs and risks related to compliance with laws, regulations and industry standards affecting United's business; the availability of financing sources to meet United's business needs; United's 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. 

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