SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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|Item 3.01|| |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
As previously disclosed, on April 23, 2023, Bed Bath and Beyond, Inc. (the “Company”) and certain of its direct and indirect subsidiaries filed a voluntary petition for relief (the “Chapter 11 Cases”) under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of New Jersey. The Chapter 11 Cases are being jointly administered under the caption In re: Bed Bath, et al., Cases No. 23-13359 through 23-13432.
On April 24, the Company received written notice (the “Delisting Notice”) from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, as a result of the Chapter 11 Cases and in accordance with Nasdaq Listing Rules 5101, 5110(b) and IM-5101-1, Nasdaq had determined that the Company’s common stock will be delisted from Nasdaq. The Company does not intend to appeal this determination.
Trading of the Company’s common stock will be suspended at the opening of business on May 3, 2023.
|Item 7.01.|| |
Regulation FD Disclosure.
On April 25, 2023, the Company issued a press release announcing the delisting of the Company’s common stock from Nasdaq and the cancellation of the Company’s previously-scheduled Special Meeting (as defined below). A copy of the press release is attached hereto as Exhibit 99.1.
The information furnished in this Item 7.01 to this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
|Item 8.01.|| |
Special Meeting of Shareholders
On April 25, 2023, in light of the filing of the Chapter 11 Cases, the Board of Directors of the Company determined to cancel the special meeting of shareholders, previously scheduled for May 9, 2023 (the “Special Meeting”) and to withdraw the proposals to have been submitted to shareholders at the Special Meeting.
|Item 9.01.|| |
Financial Statements and Exhibits.
|99.1||Press release, dated April 25, 2023|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document).|
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: April 25, 2023
|BED BATH & BEYOND INC.|
/s/ David M. Kastin
|David M. Kastin|
|Executive Vice President, Chief Legal Officer & Corporate Secretary|
Bed Bath & Beyond Inc. Receives NASDAQ Delisting Notice
Special Meeting of Shareholders Cancelled
UNION, New Jersey, April 25, 2023 - Bed Bath & Beyond Inc. (Nasdaq: BBBY), today announced that it was notified by the Listing Qualifications Department of The Nasdaq Stock Market LLC (Nasdaq) that Nasdaq had determined to delist the Companys common stock as a result of the Companys commencement of voluntary proceedings under Chapter 11 of the United States Bankruptcy Code. Nasdaq informed the Company that trading in the Companys common stock would be suspended at the opening of business on May 3, 2023.
Additionally, the Company is also announcing the cancellation of its previously announced Special Meeting of Shareholders that was scheduled for May 9, 2023. The Company is also withdrawing from consideration all proposals set forth in the Companys Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 5, 2023.
Bed Bath & Beyond Inc. and certain of its subsidiaries filed for voluntary Chapter 11 protection on April 23, 2023.
About the Company
Bed Bath & Beyond Inc. and subsidiaries (the Company) is an omnichannel retailer that makes it easy for our customers to feel at home. The Company sells a wide assortment of merchandise in the Home, Baby, Beauty and Wellness markets. Additionally, the Company is a partner in a joint venture which operates retail stores in Mexico under the name Bed Bath & Beyond.
The Company operates websites at bedbathandbeyond.com and buybuybaby.com.
INVESTORS: Susie A. Kim, IR@bedbath.com
MEDIA: Julie Strider, Media@bedbath.com