Attached files
| file | filename |
|---|---|
| EX-99.1 - PRESS RELEASE ISSUED BY THE COMPANY, DATED MAY 15, 2012 - P F CHANGS CHINA BISTRO INC | d355571dex991.htm |
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 15, 2012
P.F. Chang’s China Bistro, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 0-25123 | 86-0815086 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 7676 E. Pinnacle Peak Road, Scottsdale, Arizona | 85255 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (480) 888-3000
(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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| x | 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 May 15, 2012, P.F. Chang’s China Bistro, Inc. (the “Company”) issued a press release announcing the commencement of the previously announced tender offer by Wok Acquisition Corp., a Delaware corporation and an indirect wholly-owned subsidiary of Wok Parent LLC, a Delaware limited liability company, which is controlled by Centerbridge Capital Partners II, L.P., to purchase all of the outstanding shares of common stock, par value $0.001 per share, of the Company at a purchase price of $51.50 per share in cash.
The press release was previously filed as exhibit (a)(5)(J) to the Solicitation/Recommendation Statement on Schedule 14D-9 filed by the Company on May 15, 2012.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Press Release issued by the Company, dated May 15, 2012 | |
2
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.
| Date: May 17, 2012 | P.F. Chang’s China Bistro, Inc. | |||
| /s/ Richard L. Federico | ||||
|
| ||||
| Richard L. Federico Chief Executive Officer | ||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release issued by the Company, dated May 15, 2012 | |