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ADVANCED DRAINAGE SYSTEMS, INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

July 30, 2014



Item 1.01 Entry into a Material Definitive Agreement

On July 30, 2014, Advanced Drainage Systems, Inc., a Delaware corporation (the "Company") closed its initial public offering (the "Offering") of 14,500,000 shares of the Company's common stock, par value $0.01 per share ("Common Stock"), pursuant to the Company's Registration Statement on Form S-1 (File No. 333-194980), as amended (the "Registration Statement"). The material terms of the Offering are described in the prospectus, dated July 24, 2014 (the "Prospectus"), filed by the Company with the Securities and Exchange Commission (the "SEC") on July 28, 2014.

Registration Rights Agreement

In connection with the Offering, on July 30, 2014, the Company entered into a registration rights agreement (the "Registration Rights Agreement") with certain stockholders of the Company, including ASP ADS Investco, LLC. The Registration Rights Agreement grants to certain stockholders of the Company the right to cause the Company, generally at the Company's expense, to use the Company's reasonable best efforts to register certain securities of the Company held by such stockholders for public resale, subject to certain limitations. In the event the Company registers any of its Common Stock following the Offering, certain stockholders of the Company will also have the right to require the Company to use its reasonable best efforts to include in such registration statement shares of Common Stock held by such stockholders, subject to certain limitations, including as determined by the underwriters. The Registration Rights Agreement also provides for the Company to indemnify certain stockholders of the Company and their affiliates in connection with the registration of shares of Common Stock.

The foregoing description is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is attached as Exhibit 4.1 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.

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Item 3.03 Material Modification to Rights of Security Holders.

The information provided in Item 1.01 hereto under the heading "Registration Rights Agreement" and in Item 5.03 hereto is incorporated by reference into this Item 3.03.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

On July 24, 2014, Scott M. Wolff provided notice of his resignation from his position as a director on the Company's Board of Directors and any committees thereof, effective as of the date hereof. Mr. Wolff's resignation did not result from a disagreement with the Company on any matter relating to the Company's operation, policies or practices. The Company intends to reduce the size of the Board of Directors to eliminate the vacancy created by the departure of Mr. Wolff.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal

Year.

Amended and Restated Certificate of Incorporation

On July 30, 2014, immediately prior to the closing of the Offering, the Company amended and restated its Certificate of Incorporation (as amended and restated, the "Certificate of Incorporation"), which was filed with the Secretary of State of the State of Delaware on July 30, 2014. A description of the Certificate of Incorporation is contained in the section of the Prospectus entitled "Description of Capital Stock" and is incorporated herein by reference.

The foregoing description and the description contained in the Prospectus are qualified in their entirety by reference to the full text of the Certificate of Incorporation, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated in this Item 5.03 by reference.

Second Amended and Restated Bylaws

On July 30, 2014, immediately prior to the closing of the Offering, the Company amended and restated its Amended and Restated Bylaws (as amended and restated, the "Bylaws"). A description of the Bylaws is contained in the section of the Prospectus entitled "Description of Capital Stock" and is incorporated herein by reference.

The foregoing description and the description contained in the Prospectus are qualified in their entirety by reference to the full text of the Bylaws, which is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated in this Item 5.03 by reference.

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Item 9.01 Financial Statements and Exhibits

(d) Exhibits Exhibit No. Description 3.1 Amended and Restated Certificate of Incorporation of Advanced Drainage Systems, Inc. 3.2 Second Amended and Restated Bylaws of Advanced Drainage Systems, Inc. 4.1 Registration Rights Agreement, dated as of July 30, 2014, by and among Advanced Drainage Systems, Inc. and the stockholders from time to time party thereto.



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Source: Edgar Glimpses


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