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): June 14, 2018

 

DAVIDsTEA Inc.

(Exact name of registrant as specified in its charter)

 

 

001-37404

(Commission File Number)

 

 

(888) 873-0006

(Registrant’s telephone number, including area code)

 

Not Applicable

(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 5.07 Submission of Matters to a Vote of Security Holders.

 

On June 14, 2018, DAVIDsTEA Inc. (the “Company”), a corporation incorporated under the Canada Business Corporations Act, held its 2018 Annual Meeting of Shareholders (the “Annual Meeting”). On June 14, 2018, the Company disseminated (i) a press release announcing the results of the Annual Meeting, and (ii) a report of voting results of the Annual Meeting.  The text of the press release is included as Exhibit 99.1 to this Current Report and is incorporated by reference herein and the text of the report of voting results is included as Exhibit 99.3 to this Current Report and is also incorporated by reference herein.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)         Exhibits.

 

99.1         Press release of DAVIDsTEA Inc. issued on June 14, 2018.

 

99.2         Material Change Report Form 51 – 102F3.

 

99.3         Report of Voting Results.

 

SIGNATURE

 

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.

 

 

 

Date: June 18, 2018

Exhibit 99.1

DAVIDsTEA ANNOUNCES ELECTION OF NEW BOARD OF DIRECTORS AT ANNUAL MEETING

MONTREAL, June 14, 2018 -- DAVIDsTEA Inc. (Nasdaq: DTEA) announces that at its annual meeting held today in Montreal, shareholders elected a Board of Directors comprised of the seven persons nominated by Rainy Day Investments Ltd. as well as Joel Silver.  The seven new directors are Herschel Segal, M. William Cleman, Pat De Marco, CPA, CA, Emilia Di Raddo, CPA, CA, Max Ludwig Fischer, Ph.D., Peter Robinson and Roland Walton.

Immediately following the annual meeting, the Board of Directors appointed Herschel Segal as Executive Chairman and interim Chief Executive Officer of DAVIDsTEA and M. William Cleman as “lead director” of the Board of Directors.  The Board also re-appointed Howard Tafler as Chief Financial Officer of DAVIDsTEA.

“I would like to thank DAVIDsTEA’s individual shareholders for their support,” said Herschel Segal, Executive Chairman.  “During the past few weeks, I have spoken with many shareholders, and their insight into DAVIDsTEA has been very valuable.  Now it’s time for the new Board of Directors to get to work, for the benefit of all shareholders.”

“I look forward to working with my fellow Board members on effecting a turnaround at DAVIDsTEA,” said William Cleman, the new lead director.  “As we have said many times during the past few weeks, the time for action and execution at DAVIDsTEA is now.”

At the meeting, shareholders also re-appointed Ernst & Young LLP, Chartered Professional Accountants, as auditors of DAVIDsTEA.

For further information regarding the results of voting at the annual meeting, please see DAVIDsTEA’s Report of Voting Results on SEDAR at www.sedar.com.

DAVIDsTEA also announces that Joel Silver has left DAVIDsTEA, effective immediately.  Mr. Silver was Chief Executive Officer and a director of DAVIDsTEA.  As a result of Mr. Silver’s departure, there is a vacancy on the Board of Directors.  The Board of Directors has commissioned the Human Resources and Compensation Committee, chaired by Roland Walton, an independent director, to initiate the process of finding a permanent Chief Executive Officer.

About DAVIDsTEA

DAVIDsTEA is a retailer of specialty tea, offering a differentiated selection of proprietary loose-leaf teas, pre-packaged teas, tea sachets and tea-related gifts, accessories and food and beverages, primarily through 240 company operated DAVIDsTEA stores throughout Canada and the United States as of February 3, 2018, and its website, davidstea.com. The Company is headquartered in Montréal, Canada.

 

Forward-Looking Statements

This press release includes forward-looking statements. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,” “plan,” “could,” “may,” “will,” “believe,” “estimate,” “forecast,” “goal,” “project,” and other words of similar meaning. These forward-looking statements address various matters including management’s beliefs regarding its go-forward plan. Actual events may differ materially from these expectations due to risks and uncertainties including the risks of undertaking a public strategic process, the risks of a public proxy contest as well as other risks set forth in the Company’s Annual Report on Form 10-K dated April 19, 2018, which is and filed with the Securities and Exchange Commission on EDGAR (accessible at www.sec.gov/edgar.shtml) and SEDAR (accessible at www.sedar.com). If one or more of these risks or uncertainties materialize, or if any of the Company’s assumptions prove incorrect, the Company’s actual results may vary in material respects from those projected in these forward-looking statements. Any forward-looking statement made by the Company in this release speaks only as of the date on which the Company makes it. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.

Exhibit 99.2

Form 51 – 102F3

Material Change Report

1.          Name and Address of Company

DAVIDsTEA Inc.

5430 Ferrier

Mont Royal, Québec

H4P 1M2

2.          Date of Material Change

June 14, 2018.

3.          News Release

DAVIDsTEA Inc. (“DAVIDsTEA”) issued a news release with respect to the material change described herein via Globe Newswire on June 14, 2018.

4.          Summary of Material Change

At the annual meeting of DAVIDsTEA held in Montreal, shareholders elected a Board of Directors comprised of the seven persons nominated by Rainy Day Investments Ltd. as well as Joel Silver.  The seven new directors are Herschel Segal, M. William Cleman, Pat De Marco, CPA, CA, Emilia Di Raddo, CPA, CA, Max Ludwig Fischer, Ph.D., Peter Robinson and Roland Walton.

5.          Full Description of Material Change

5.1        Full Description of Material Change

At the annual meeting of DAVIDsTEA held in Montreal, shareholders elected a Board of Directors comprised of the seven persons nominated by Rainy Day Investments Ltd. as well as Joel Silver.  The seven new directors are Herschel Segal, M. William Cleman, Pat De Marco, CPA, CA, Emilia Di Raddo, CPA, CA, Max Ludwig Fischer, Ph.D., Peter Robinson and Roland Walton.

Immediately following the annual meeting, the Board of Directors appointed Herschel Segal as Executive Chairman and interim Chief Executive Officer of DAVIDsTEA and M. William Cleman as “lead director” of the Board of Directors.  The Board also re-appointed Howard Tafler as Chief Financial Officer of DAVIDsTEA.

At the meeting, shareholders also re-appointed Ernst & Young LLP, Chartered Professional Accountants, as auditors of DAVIDsTEA.

DAVIDsTEA also announced that Joel Silver has left DAVIDsTEA, effective immediately.  Mr. Silver was Chief Executive Officer and a director of DAVIDsTEA.  As a result of Mr. Silver’s departure, there is a vacancy on the Board of Directors.  The Board of Directors has commissioned the Human Resources and Compensation Committee, chaired by Roland Walton, an independent director, to initiate the process of finding a permanent Chief Executive Officer.

5.2        Disclosure for Restructuring Transactions

Not applicable.

6.          Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

Not applicable.

7.          Omitted Information

Not applicable.

8.          Executive Officer

The executive officer who can answer questions regarding this report is Mr. Howard Tafler, Chief Financial Officer of DAVIDsTEA.  Mr. Tafler can be reached at (514) 739-0006.

9.          Date of Report

June 14, 2018.

Exhibit 99.3

 

DAVIDsTEA INC.

TO:      Autorité des marchés financiers

 

RE:       Report of Voting Results pursuant to section 11.3 of National Instrument 51‑102 –

Continuous Disclosure Obligations (“NI 51‑102”)

Following the annual meeting of shareholders of DAVIDsTEA Inc. (“DAVIDsTEA”) held on June 14, 2018, and in accordance with section 11.3 of NI 51‑102, we hereby advise you of the following voting results obtained at the meeting:

1.          Fixing the Number of Directors

A motion setting the number of directors to be elected at eight was adopted on a vote by show of hands.

2.          Election of Directors

A ballot was conducted with respect to the election of directors.  According to ballots cast, the seven persons nominated by Rainy Day Investments Ltd., namely Herschel Segal, M. William Cleman, Pat De Marco, CPA, CA, Emilia Di Raddo, CPA, CA, Max Ludwig Fischer, Ph.D., Peter Robinson and Roland Walton, as well as Joel Silver were elected as directors of DAVIDsTEA until the next annual meeting of shareholders or until their successors are elected or appointed or they otherwise cease to hold office, with the following results:

 

 

 

 

3.          Appointment of Auditors

Ernst & Young LLP, Chartered Professional Accountants, were appointed as DAVIDsTEA’s auditors on a vote by show of hands.

Signed at Montreal, Québec, the 14th day of June, 2018.