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): October 17, 2008 (October 16,
2008)
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RITE
AID CORPORATION
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(Exact
name of registrant as specified in its charter)
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Delaware
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1-5742
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23-1614034
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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30
Hunter Lane, Camp Hill, Pennsylvania
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17011
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant's
telephone number, including area code (717)
761-2633
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None
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(Former
Name or Former Address, if Changed Since Last
Report)
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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))
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ITEM
3.01.
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NOTICE
OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD,
TRANSFER OF LISTING.
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On October 16, 2008, Rite Aid
Corporation (the "Company") was notified by the New York Stock Exchange, Inc.
(the "NYSE") that the average per share price of its common stock was below the
NYSE's continued listing standard relating to minimum average share
price. Rule 802.01C of the NYSE's Listed Company Manual requires that
a company's common stock trade at a minimum average closing price of $1.00 over
a consecutive 30 trading-day period.
In accordance with the NYSE's rules, on
October 16, 2008, the Company provided written notice to the NYSE of its receipt
of the notice and of its intention to effect a reverse stock split, subject to
stockholder approval, to cure this deficiency. The Company has six
months from receipt of the notice to regain compliance with the NYSE's price
condition, or it will be subject to suspension and delisting
procedures. Subject to the NYSE’s rules, during the six-month cure
period, the Company's common stock will continue to be
listed and trade on the NYSE. At the end of the
six-month cure period, the Company will be in compliance if it has at least a
$1.00 share price and has maintained a $1.00 average closing share price over
the preceding 30 consecutive trading days.
Proposed
Reverse Stock Split; Special Meeting of Stockholders
On October 17, 2008, the Company issued
a press release announcing that its Board of Directors has approved a reverse
stock split of its common stock at one of three split ratios, 1-for-10, 1-for-15
or 1-for-20 , with the final ratio to be determined by the Board of Directors
following stockholder approval. The reverse stock split would be effected,
subject to stockholder approval, via an amendment to the Company's Restated
Certificate of Incorporation. The Company intends to seek stockholder approval
of the amendment at a special meeting of stockholders anticipated to be held in
December 2008.
The reverse stock split is intended to
increase the per share trading price of the Company's common stock, and make it
more attractive to a broader range of institutional investors and enable the
Company to regain compliance with the NYSE's price criteria for continued
listing.
No fractional shares will be issued in
connection with the reverse stock split. Shares that would otherwise
have resulted in fractional shares from the reverse stock split will be
aggregated by the Company's transfer agent and sold in the open market. The
proceeds will be allocated pro-rata to the stockholders’ respective accounts who
are entitled to receive cash in lieu of fractional shares.
The Company plans to file with the SEC
and make available to its stockholders a proxy statement on Schedule 14A in
connection with the special meeting, and advises stockholders to read the proxy
statement relating to the special meeting when it becomes available because it
will contain important information. Stockholders may obtain a free
copy of the proxy statement and other documents (when available) that the
company files with the SEC at the SEC’s website at www.sec.gov. When
filed, the proxy statement and these other documents may also be obtained for
free from the Company by directing a request to Rite Aid Corporation, 30 Hunter
Lane, Camp Hill, Pennsylvania 17011, Attention: Investor Relations, or at
www.riteaid.com.
The Company's Board of Directors has
preliminarily set October 28, 2008 as the record date for stockholders entitled
to receive a proxy statement and vote at the special meeting. The proxy
statement is subject to SEC review. The Company currently plans to complete the
reverse stock in December 2008. While the Company intends to effect the reverse
stock split as soon as practicable, subject to market and other customary
conditions (including SEC approval), there can be no assurances that the reverse
stock split will be consummated or that it will achieve its intended effects,
including those described above in this Form 8-K. The Company reserves the
right, in its discretion, to abandon the reverse stock split at any time prior
to filing the applicable charter amendment with the Delaware Secretary of
State.
A copy of the press release announcing
the reverse stock split is attached hereto as Exhibit 99.1 and is incorporated
by reference herein.
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ITEM
9.01.
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FINANCIAL
STATEMENTS AND EXHIBITS.
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(c)
Exhibits.
99.1 Press
Release dated October 17, 2008
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.
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RITE
AID CORPORATION
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Dated:
October 17, 2008
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By:
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/s/
Robert B. Sari
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Name:
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Robert
B. Sari
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Title:
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Executive
Vice President,
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General
Counsel and Secretary
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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99.1
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Press
Release dated October 17, 2008
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