Current Report Filing (8-k)
June 01 2020 - 4:06PM
Edgar (US Regulatory)
0001670592
false
0001670592
2020-05-27
2020-05-28
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xbrli:shares
iso4217:USD
xbrli:shares
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 28, 2020
YETI Holdings, Inc.
(Exact name of registrant as specified
in its charter)
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Delaware
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001-38713
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45-5297111
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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7601 Southwest Parkway
Austin, Texas 78735
(Address of principal executive offices,
including zip code)
(Registrant's telephone number, including
area code): (512) 394-9384
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
(see General Instruction A.2. below):
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section
12(b) of the Act:
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Common stock, par value $0.01
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YETI
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New York Stock Exchange
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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. ¨
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Item 1.01
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Entry into a Material Definitive Agreement.
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On May 28, 2020, YETI Holdings, Inc. (the
“Company”) entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company,
Goldman Sachs & Co. LLC (the “Underwriter”), and the selling stockholders named in Schedule B to the Underwriting
Agreement (the “Selling Stockholders”), pursuant to which the Selling Stockholders agreed to sell 6,067,125 shares
of the Company’s common stock, par value $0.01 per share ( “Common Stock”), to the Underwriter at a price to
the public of $32.65 per share (the “Offering”). The Company did not sell any shares of Common Stock in the Offering
and did not receive any proceeds from the Offering.
The Offering was made pursuant to a prospectus
supplement, dated May 28, 2020, to the prospectus, dated May 28, 2020, which was included in the Company’s shelf registration
statement on Form S-3 (File No. 333-238744), filed with the Securities and Exchange Commission (the “Commission”) on
May 28, 2020, that became effective upon filing with the Commission.
The Underwriting Agreement contains the
terms and conditions for the sale by the Selling Stockholders of the shares of Common Stock to the Underwriter, customary representations,
warranties and covenants by the Company and Selling Stockholders, indemnification and contribution obligations by each of the parties
to the Underwriting Agreement, and other terms and conditions customary in agreements of this type.
The foregoing summary of the material terms
of the Underwriting Agreement is qualified in its entirety by the Underwriting Agreement, which is filed as Exhibit 1.1 to this
Current Report on Form 8-K and incorporated herein by reference.
On June 1, 2020, the Selling Stockholders
completed the Offering by selling 6,067,125 shares of Common Stock to the Underwriter at a price of $32.32 per share.
Upon the completion of the Offering, Cortec
Group Fund V, L.P. and its affiliates no longer beneficially own 5% or more of the outstanding shares of Common Stock. As
a result, the Stockholders Agreement dated as of October 24, 2018 by and among the Company and the parties named therein, which
was previously filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (Registration No. 333-227578) filed
on September 27, 2018, automatically terminated in accordance with its terms.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
The following exhibits are being furnished as part of this report:
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.
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YETI Holdings, Inc.
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Date: June 1, 2020
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By:
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/s/ Paul C. Carbone
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Paul C. Carbone
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Senior Vice President and Chief Financial Officer
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