Document/ExhibitDescriptionPagesSize 1: 8-K/A Amendment to Current Report HTML 36K
2: EX-23.1 Consent of Expert or Counsel HTML 7K
3: EX-23.2 Consent of Expert or Counsel HTML 7K
4: EX-99.1 Miscellaneous Exhibit HTML 679K
5: EX-99.2 Miscellaneous Exhibit HTML 369K
6: EX-99.3 Miscellaneous Exhibit HTML 510K
10: R1 Cover HTML 47K
12: XML IDEA XML File -- Filing Summary XML 12K
15: XML XBRL Instance -- conn-20231218_htm XML 15K
11: EXCEL IDEA Workbook of Financial Report Info XLSX 8K
8: EX-101.LAB XBRL Labels -- conn-20231218_lab XML 70K
9: EX-101.PRE XBRL Presentations -- conn-20231218_pre XML 35K
7: EX-101.SCH XBRL Schema -- conn-20231218 XSD 10K
13: JSON XBRL Instance as JSON Data -- MetaLinks 12± 18K
14: ZIP XBRL Zipped Folder -- 0001223389-24-000013-xbrl Zip 130K
Registrant’s telephone number, including area code: (i936) i230-5899
Not Applicable
(Former name, former address and former fiscal year, 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:
i☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☑Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol
Name of Each Exchange on Which Registered
iCommon Stock, par value $0.01 per share
iCONN
iNASDAQ
Global Select Market
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
i☐
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 o
Explanatory Note
Conn's, Inc. ("the Company") hereby amends its Current Report on Form 8-K filed on December 18, 2023 in this Current
Report on Form 8-K/A in order to include the historical audited consolidated financial statements of W.S. Badcock LLC (f/k/a W.S. Badcock Corporation) ("Badcock") required by Item 9.01(a) of Form 8-K and the pro forma financial information required by Item 9.01(b) of Form 8-K. Except as described above, all other information in the Company's Form 8-K filed on December 18, 2023 remains unchanged.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect of obtaining approval of the stockholders of the Company of the proposed transactions (the “Stockholder Approval”). In connection with obtaining
the Stockholder Approval, the Company will file with the Securities and Exchange Commission (the “SEC”) and furnish to the Company’s stockholders a proxy statement and other relevant documents. This communication does not constitute a solicitation of any vote or approval. BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS TO BE FILED THE SEC IN CONNECTION WITH THE STOCKHOLDER APPROVAL OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION.
Stockholders
will be able to obtain free copies of the proxy statement and other documents containing important information about the Company once such documents are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov.
Participants in the Solicitation
The Company and its executive officers, directors, other members of management and employees may be deemed, under SEC rules, to be participants in the solicitation of proxies from the Company’s shareholders with respect to the proposed transaction.
Information regarding the executive officers and directors of the Company is set forth in its definitive proxy statement for its 2023 annual meeting filed with the SEC on April 13, 2023, as amended. More detailed information regarding the identity of potential participants, and their direct or indirect interests, by securities holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with the SEC in connection with the proposed transaction.
The
unaudited pro forma combined balance sheet of the Company and Badcock as of October 31, 2023 and the unaudited pro forma combined statement of operations for the twelve months ended January 31, 2023 and for the nine months ended October 31, 2023 are filed herewith as Exhibit 99.3 and incorporated herein by reference. The unaudited pro forma financial information is not necessarily indicative of the condensed consolidated financial position or results of operations that would have been realized had the acquisition occurred on the assumed dates, nor is it meant
to be indicative of any anticipated condensed consolidated financial position or future results of operations that the combined entity will experience after the acquisition.
(d) Exhibits
The following exhibits are filed as part of this current report:
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.
