Item 1.01. Entry into a Material Definitive Agreement.
On January 19, 2021, Petco Health and Wellness Company, Inc. (the "Company,"
"we" or "our") closed its initial public offering ("IPO") of 55,200,000 shares
of the Company's Class A common stock, $0.001 par value per share (the "Class A
Common Stock"), at an offering price of $18.00 per share, pursuant to the
Company's registration statement on Form S-1 (File No. 333-251107), as amended
(the "Registration Statement"). In connection with the closing of the IPO, the
Company entered into the following agreements previously filed as exhibits to
the Registration Statement:
• a Registration Rights Agreement, dated as of January 19, 2021, by and
between the Company and Scooby Aggregator, LP, a Delaware limited
partnership (our "Principal Stockholder"), a copy of which is filed as
Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein
by reference; and
• a Stockholder's Agreement, dated as of January 19, 2021, by and between
the Company and our Principal Stockholder (the "Stockholder's
Agreement"), a copy of which is filed as Exhibit 4.2 to this Current
Report on Form 8-K and is incorporated herein by reference.
The terms of these agreements are substantially the same as the terms set forth
in the forms of such agreements filed as exhibits to the Registration Statement
and as described therein.
Item 3.02. Unregistered Sales of Equity Securities.
In connection with our conversion from a Delaware limited liability company to a
Delaware corporation and the closing of the IPO, the Company issued (1)
171,224,140 shares of Class A Common Stock and 37,790,781 shares of Class B-1
common stock, par value $0.001 per share (the "Class B-1 Common Stock"), to our
Principal Stockholder; (2) 19,273,298 shares of Class B-2 common stock, par
value $0.000001 per share (the "Class B-2 Common Stock") to CVC B-2 SPV, LLC;
and (3) 18,517,483 shares of Class B-2 Common Stock to 9314601 B-2 SPV, LLC. The
shares of Class A Common Stock, Class B-1 Common Stock and Class B-2 Common
Stock were issued pursuant to our conversion in reliance on the exemptions
contained in Sections 3(a)(9) and 4(a)(2) of the Securities Act of 1933, as
amended.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Composition of the Board
On January 19, 2021, in connection with the closing of the IPO, Mary Sullivan
joined the Board of Directors of the Company (the "Board"). Messrs. Ronald
Coughlin, Jr., Maximilian Biagosch, Cameron Breitner, Gary Briggs, Nishad Chande
and Christopher J. Stadler and Mss. Christy Lake, Jennifer Pereira and Sabrina
Simmons are already serving as directors of the Company. In addition,
Mr. Coughlin was appointed as Chairman of the Board. Mr. Briggs, Ms. Lake and
Ms. Simmons qualify as "independent directors" for purposes of serving on the
Board and its committees under the applicable rules. The Board assigned each
director to the classes listed below. In addition, the directors have been
appointed to the Audit, Compensation and Nominating and Corporate Governance
Committees of the Board as follows:
Nominating and
Corporate
Compensation Governance
Name Class Audit Committee Committee Committee
Ronald Coughlin, Jr. I
Maximilian Biagosch I X(Chair) X
Cameron Breitner I X(Chair) X
Gary Briggs III X(Chair)
Nishad Chande III X
Christy Lake II X
Jennifer Pereira II
Sabrina Simmons I X
Christopher J. Stadler II
Mary Sullivan III X
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Ms. Sullivan was nominated as a director pursuant to the Stockholder's
Agreement. There are no transactions in which Ms. Sullivan has a direct or
indirect material interest requiring disclosure under Item 404(a) of Regulation
S-K. Ms. Sullivan's biography is disclosed in the Company's Registration
Statement, dated January 6, 2021, and is incorporated herein by reference.
Each director has also entered into standard indemnification agreements with the
Company, which provide for the standard indemnification and advancement of
expenses to the fullest extent permitted by law consistent with the Company's
Second Amended and Restated Bylaws. The description of the indemnification
agreements is intended to provide a general description only, is subject to the
detailed terms and conditions of and is qualified in its entirety by reference
to the full text of the form of indemnification agreement, which was previously
filed as Exhibit 10.2 to the Company's Registration Statement dated December 3,
2020, and is incorporated herein by reference.
2021 Equity Incentive Plan
On January 12, 2020, the Board adopted the 2021 Equity Incentive Plan (the "2021
Plan") to promote and closely align the interests of employees,
officers, non-employee directors and other service providers of the Company and
its stockholders by providing stock-based compensation and other
performance-based compensation. The 2021 Plan provides for the grant of stock
options (incentive stock options and "non-qualified" stock options), stock
appreciation rights, restricted stock, restricted stock units, incentive bonuses
and other stock-based awards. The maximum number of shares that may be issued
under the 2021 Plan will not exceed 28,271,641, subject to certain adjustments
in the event of a change in the Company's capitalization. The 2021 Plan will be
administered by the Compensation Committee or such other committee designated by
the Board to administer the 2021 Plan.
The description of the foregoing is qualified in its entirety by reference to
the complete terms and conditions of the 2021 Plan, which is attached hereto as
Exhibit 10.1 and incorporated herein by reference.
2021 Employee Stock Purchase Plan
On January 12, 2020, the Board adopted the 2021 Employee Stock Purchase Plan
(the "2021 ESPP") to encourage and enable eligible employees to acquire a
proprietary interest in the Company through the ownership of the Company's
Class A Common Stock. A maximum of 7,710,448 shares of Class A Common Stock may
be purchased under the 2021 ESPP. The 2021 ESPP, and the rights of participants
to make purchases thereunder, is intended to qualify under the provisions of
Sections 421 and 423 of the Internal Revenue Code of 1986, as amended. The 2021
ESPP will be administered by the Compensation Committee or such other committee
designated by the Board to administer the 2021 ESPP.
The description of the foregoing is qualified in its entirety by reference to
the complete terms and conditions of the 2021 ESPP, which is attached hereto as
Exhibit 10.2 and incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
In connection with the closing of the IPO, the Company amended and restated its
Amended and Restated Certificate of Incorporation (the "Second Amended and
Restated Certificate of Incorporation") and amended and restated its Amended and
Restated Bylaws (the "Second Amended and Restated Bylaws"). The Second Amended
and Restated Certificate of Incorporation was filed with the Secretary of State
of the State of Delaware on January 15, 2020 and became effective on January 19,
2020, and the Second Amended and Restated Bylaws became effective upon the
Second Amended and Restated Certificate of Incorporation becoming effective. A
description of the material terms of each can be found in the section of the
Registration Statement entitled "Description of Capital Stock," and is
incorporated herein by reference. The descriptions of the foregoing are
qualified in their entirety by reference to the complete terms and conditions of
the Company's Second Amended and Restated Certificate of Incorporation and
Second Amended and Restated Bylaws, which are attached hereto as Exhibits 3.1
and 3.2, respectively, and incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
3.1 Second Amended and Restated Certificate of Incorporation of Petco
Health and Wellness Company, Inc.
3.2 Second Amended and Restated Bylaws of Petco Health and Wellness
Company, Inc.
4.1 Registration Rights Agreement, dated as of January 19, 2021, by and
between Petco Health and Wellness Company, Inc. and Scooby Aggregator,
LP
4.2 Stockholder's Agreement, dated as of January 19, 2020, by and
between Petco Health and Wellness Company, Inc. and Scooby Aggregator,
LP
10.1 Petco Health and Wellness Company, Inc. 2021 Equity Incentive Plan
10.2 Petco Health and Wellness Company, Inc. 2021 Employee Stock Purchase
Plan
10.3 Form of Indemnification Agreement for Directors and Certain Officers
(incorporated by reference to Exhibit 10.2 of the Company's
Registration Statement on Form S-1, filed on December 3, 2020)
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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