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EX-5.1 - OPINION OF WEIL, GOTSHAL & MANGES LLP - Susser Holdings CORPd270299dex51.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Act of 1934

Date of Report (Date of Earliest Event Reported):

December 19, 2011

Commission file number: 001-33084

 

 

SUSSER HOLDINGS CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   01-0864257

(State or other jurisdiction

of incorporation or organization)

 

(IRS Employer

Identification No.)

4525 Ayers Street

Corpus Christi, Texas 78415

(Address of principal executive offices, including zip codes)

Registrant’s telephone number, including area code: (361) 884-2463

 

 

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 (17CFR 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 8.01 Other Events.

On December 19, 2011, Susser Holdings Corporation (the “Company”) announced the closing of the sale of an additional 275,000 shares of common stock pursuant to the exercise of the option in part granted to the underwriters in connection with the Company’s previously announced public offering of 3,500,000 shares, which priced on December 1, 2011 at a public offering price of $21.75 per share and closed on December 7, 2011 (the “Offering”).

On December 19, 2011, Weil, Gotshal & Manges LLP, counsel to the Company, issued an opinion to the Company regarding the validity of the securities issued and sold pursuant to the underwriters’ option. A copy of that opinion is filed as Exhibit 5.1 hereto.

The Offering was conducted pursuant to the Company’s registration statement on Form S-3 (File No. 333-177625).

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

The following exhibits are filed herewith:

 

Exhibit
Number
  

Exhibit Description

5.1    Opinion of Weil, Gotshal & Manges LLP.


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.

 

    SUSSER HOLDINGS CORPORATION
Date: December 19, 2011     By:   /s/ Mary E. Sullivan
      Name: Mary E. Sullivan
     

Title: Executive Vice President, Treasurer and Chief

          Financial Officer


EXHIBIT INDEX

 

Exhibit
Number

    

Exhibit Description

  5.1       Opinion of Weil, Gotshal & Manges LLP.