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) December 19, 2005
(December 14, 2005)
RITE AID CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-5742 23-1614034
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
30 Hunter Lane, Camp Hill, Pennsylvania 17011
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(Address of Principal Executive Offices) (Zip Code)
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)
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)
[ ] 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))
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN
FISCAL YEAR.
On December 14, 2005, our Board of Directors unanimously approved an amendment
and restatement of our By-laws effective as of December 14, 2005. Article II
was amended to include two new sections.
The first new section requires that for business to be properly brought by a
stockholder before an annual meeting of stockholders, the stockholder must give
timely notice thereof in writing to our corporate secretary and such notice
must be in proper form. To be timely, a stockholder's notice must be delivered
to or mailed to and received by the secretary at our principal executive
offices not less than 90 days nor more than 120 days prior to the anniversary
of the last annual meeting; provided, however, that in the event that the date
of the annual meeting is not within 30 days before or after such anniversary
date, notice by the stockholder must be received not later than the close of
business on the tenth day following the day on which such notice of the date of
the annual meeting was mailed or such public disclosure of the date of the
annual meeting was made, whichever occurs first.
To be in proper form, the stockholder's notice must set forth as to each matter
the stockholder wishes to bring before the annual meeting: (i) a brief
description of the business the stockholder wants to bring before the annual
meeting and the reasons for conducting such business at the annual meeting,
(ii) the name and record address of the stockholder, (iii) the class or series
and number of shares of capital stock of Rite Aid Corporation which are owned
beneficially or of record by the stockholder, (iv) a description of all
arrangements or understandings between the stockholder and any other person or
persons (including their names) in connection with the proposal of business by
the stockholder and any material interest of the stockholder in the business,
and (v) a representation that the stockholder intends to appear in person or by
proxy at the annual meeting to bring such business before the meeting.
The second new section provides that for a stockholder that is entitled to vote
in the election of directors to properly nominate a director at a meeting of
stockholders, the stockholder must have given timely notice thereof in writing
to our corporate secretary, such notice must be in proper form and the notice
must be accompanied by a written consent of each proposed nominee to being
named as a nominee and to serve as a director if elected. To be timely, a
stockholder's notice must be delivered to or mailed and received at our
principal executive offices:
o In the case of an annual meeting of stockholders, not less than 90
days nor more than 120 days prior to the anniversary of the last
annual meeting; provided, however, that in the event that the date of
the annual meeting is not within 30 days before or after such
anniversary date, notice by the stockholder must be received not
later than the close of business on the tenth day following the day
on which such notice of the date of the annual meeting was mailed or
such public disclosure of the date of the annual meeting was made,
whichever occurs first; and
o With respect to a special meeting of stockholders, not later than the
close of business on the tenth day following the day on which notice
of the date of the special meeting was mailed or public disclosure of
the date of the special meeting was made, whichever occurs first.
To be in proper form, the stockholder's notice must set forth:
o As to each person whom the stockholder proposes to nominate for
election as a director: (i) the name, age, business address and
residence of the person, (ii) the principal occupation or employment
of the person, (iii) the class or series and number of shares of
capital stock of Rite Aid Corporation which are owned beneficially or
of record by the person, and (iv) any other information relating to
the person that would be required to be disclosed in a proxy
statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to
Section 14 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the rules and regulations promulgated
thereunder; and
o With respect to the stockholder giving the notice: (i) the name and
record address of the stockholder, (ii) the class or series and
number of shares of capital stock of Rite Aid Corporation which are
owned beneficially or of record by the stockholder, (iii) a
description of all arrangements or understandings between the
stockholder and each proposed nominee and any other persons or
persons (including their names) pursuant to which the nomination(s)
are to be made by the stockholder, (iv) a representation that the
stockholder intends to appear in person or by proxy at the meeting to
nominate the persons named in the notice, and (v) any other
information relating to the stockholder that would be disclosed in a
proxy statement or other filings required to be made in connection
with solicitations of proxies for election of directors pursuant to
Section 14 of the Exchange Act and the rules and regulations
promulagated thereunder.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
3(ii) Amended and Restated By-laws of Rite Aid Corporation
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.
RITE AID CORPORATION
Dated: December 19, 2005 By: /s/ Robert B. Sari
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Name: Robert B. Sari
Title: Executive Vice President,
General Counsel and Secretary
EXHIBIT INDEX
Exhibit No. Description
3(ii) Amended and Restated By-laws of Rite Aid Corporation