8-K

 

 

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): February 4, 2019

 

 

Covetrus, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-38794   83-1448706

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

135 Duryea Road Melville, New York   11747
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (631) 843-5500

HS Spinco, Inc.

(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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On February 1, 2019, Covetrus, Inc. (the “Company”) filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of Delaware changing the name of the Company from “HS Spinco, Inc.” to “Covetrus, Inc.” effective at 12:10 a.m. Eastern Time on February 4, 2019.

A copy of the Certificate of Amendment is filed as Exhibit 3.1 hereto and is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits

(d) Exhibits.

 

Exhibit 3.1    Certificate of Amendment to the Company’s Certificate of Incorporation, as filed with the Secretary of State of Delaware on February 1, 2019


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.

 

    COVETRUS, INC.
Date: February 4, 2019     By:  

/s/ Steven Paladino

      Name:   Steven Paladino
      Title:   President, Treasurer and Chief Financial Officer
EX-3.1

Exhibit 3.1

EXECUTION

SECOND CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF INCORPORATION

OF

HS SPINCO, INC.

HS SPINCO, INC. (the “Company”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify:

FIRST:     That the name of the Company is HS Spinco, Inc. The Company was originally incorporated pursuant to the DGCL, and the original certificate of incorporation of the Company (the “Certificate”) was filed with the Secretary of State of the State of Delaware, on April 13, 2018, and the Certificate was subsequently amended by the certificate of amendment filed with the Secretary of State of the State of Delaware on January 4, 2019.

SECOND:    That the Board of Directors of the Company duly adopted resolutions approving the following amendment to the Certificate, declaring such amendment to be advisable and in the best interests of the Company.

THIRD:    That the following amendment of the Certificate herein certified has been duly adopted in accordance with the provisions of Section 242 of the DGCL and shall be effective at 12:10 a.m. Eastern Time on February 4, 2019:

Article One of the Certificate is hereby amended to read in its entirety as follows:

The name of the Company is Covetrus, Inc. (the “Company”).

[Signature page follows.]


IN WITNESS WHEREOF, the Company has caused this Second Certificate of Amendment to be signed in its name and on its behalf by its duly authorized officer as of February 1, 2019.

/s/ Steven Paladino                                             

  Name:

Steven Paladino

  Title:

President, Treasurer and Chief Financial Officer

[Signature Page of Certificate of Amendment to Certificate of Incorporation of HS Spinco, Inc.]