Item 8.01Other Events.
On April 7, 2020, School Specialty, Inc. (the "Company") filed its Annual Report
on Form 10-K for the fiscal year ended December 28, 2019 (the "Report"). The
Company expects to file an Amendment No. 1 on Form 10-K/A (the "Form 10-K/A") to
amend and restate in its entirety Part III, Items 10 through 14 of the Report to
include information previously omitted in reliance on General Instruction G(3)
to Form 10-K (the "Part III Information") because the Company will not file a
definitive proxy statement within 120 days after the end of its fiscal year.
The Company does not anticipate any changes to its Report other than the Part
III items referenced above.
The Company continues to experience disruptions in its operations and business
for the reasons previously disclosed in its Current Report on Form 8-K dated
March 27, 2020, which is hereby incorporated herein by reference, including the
risk factor set forth therein. Pursuant to the Securities and Exchange
Commission's Order under Section 36 of the Securities Exchange Act of 1934
Modifying Exemptions from the Reporting and Proxy Delivery Requirements for
Public Companies dated March 25, 2020 (Release No. 34-88465), the Company is
availing itself of an extension of up to 45 days to file the Part III
Information within 120 days after the end of its fiscal year. Accordingly, the
Company expects to file the Form 10-K/A by June 10, 2020.
Cautionary Note Regarding Forward-Looking Statements
This report may contain statements concerning School Specialty's future
financial condition, results of operations, expectations, plans or prospects,
including the anticipated timing of the filing of the Part III Information.
Such statements are forward-looking statements. Forward-looking statements
also include those preceded by or followed by words like "anticipate,"
"believes," "could," "estimates," "expects," "intends," "may," "plan,"
"projects," "should," "targets" and/or similar expressions. These
forward-looking statements are based on School Specialty's estimates and
assumptions as of the date of the information presented, and as such involve
uncertainty and risk, including the unprecedented impact of COVID-19 pandemic on
the Company's business and operations. Forward-looking statements are not
guarantees of future performance and actual results may differ materially from
those contemplated by the forward-looking statements due to a number of factors,
including those described in Item 1A. of School Specialty's Annual Report on
Form 10-K for the year ended December 28, 2019, and in School Specialty's
Current Report on Form 8-K, dated March 27, 2020, which factors are incorporated
herein by reference. Any forward-looking statement in this report speaks only as
of the date on which it is made. Except as required under the federal
securities laws, School Specialty does not intend to update or revise the
forward-looking statements.
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