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:

November 18, 2004

Date of Earliest Event Reported:

November 15, 2004

 

OFFICEMAX INCORPORATED

(Exact name of registrant as specified in its charter)

 

Delaware

 

1-5057

 

82-0100960

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(I.R.S. Employer
Identification No.)

 

 

 

 

 

150 Pierce Road
Itasca, Illinois

 

60143

(Address of principal executive offices)

 

(Zip Code)

 

(630) 773-5000

(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:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR    230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 



 

Item 5.04

Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

 

On November 17, 2004, OfficeMax Incorporated sent a notice to its directors and executive officers notifying them of a blackout with respect to the OfficeMax Retail Savings (401(k)) Plan.  The blackout period will begin at 4:00 p.m. Eastern Time on December 23, 2004, and will end sometime during the week of January 17, 2005.  OfficeMax provided the notice to its directors and executive officers in accordance with Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR.  OfficeMax received the notice required by Section 101(i)(12)(E) of the Employment Retirement Security Act of 1974, as amended, on November 15, 2004.  During the blackout period and for two years after the ending of the blackout period, security holders and other interested persons may obtain, without charge, information regarding the actual beginning and ending dates of the blackout period by calling the OfficeMax Information Line at 1-877-OMX-401k (1-877-669-4015).

 

A copy of the notice of blackout period to directors and executive officers of OfficeMax Incorporated is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

 

 

 

(c)

Exhibits.

 

 

 

 

 

Exhibit 99.1

Notice of Blackout Period to Directors and Executive Officers of OfficeMax Incorporated dated November 17, 2004

 

 

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.

 

 

OFFICEMAX INCORPORATED

 

 

 

 

 

By

 /s/ Matthew R. Broad

 

 

  Matthew R. Broad

 

 

  Executive Vice President, General
  Counsel

Date: November 18, 2004

 

 

2



 

EXHIBIT INDEX

 

Number

 

Description

 

 

 

99.1

 

Notice of Blackout Period to Directors and Executive Officers of OfficeMax Incorporated dated November 17, 2004

 

3


EXHIBIT 99.1

 

       

 

TO:

OfficeMax Directors

DATE:

November 17, 2004

 

Mike Rowsey

 

 

 

Gary Peterson

 

 

 

Ryan Vero

 

 

 

Brian Anderson

 

 

 

Phillip DePaul

 

 

 

 

 

 

FROM:

Matt Broad

 

 

 

Tel (630) 438-8775  Fax (630) 438-2468

 

 

 

MattBroad@BC.com

 

 

 

 

 

 

RE:

OfficeMax Blackout Period

 

 

 

 

This is to notify you of an upcoming blackout period under the OfficeMax Retail Savings (401(k)) Plan.  During this trading blackout, your ability to transact in OfficeMax securities will be limited.  We expect the blackout period to begin at 4:00 p.m. Eastern time on December 23, 2004, and end sometime during the week of January 17, 2005.

 

The blackout period will allow the company to combine the OfficeMax Retail Savings Plan with the OfficeMax Contract Savings Plan and offer a common savings plan for all OfficeMax associates.  CitiStreet will be the new recordkeeper for the combined plan.  During the blackout period, participants will be unable to direct or diversify the assets held in their plan accounts or obtain a loan, withdrawal, or distribution from the Plan.  We have notified all OfficeMax Retail Savings Plan participants of the blackout period.  Because the Plan offers OfficeMax common stock as an investment option, you, as a Section 16 reporting person are subject to the restrictions of Sarbanes-Oxley that prevent you from trading in OfficeMax stock when participants are unable to transact in the Plan.

 

During the blackout period, you may not purchase, sell, transfer, or acquire any equity securities of OfficeMax (including the exercise of any options or the sale of any restricted stock).  This prohibition applies to securities you hold both inside and outside the Plan.  There are transactions exempt from this rule, including dividend reinvestments under a dividend reinvestment plan and trading pursuant to a 10b5-1 trading plan.

 

The above prohibition is in addition to the normal restrictions on trading activity that OfficeMax imposes on its executive officers and directors.  In particular, you will continue to be subject to the normal earnings blackout that will begin on December 20, 2004, and remain in effect until after the company’s release of earnings in late January 2005.  As always, you should pre-approve any transaction in OfficeMax securities with the general counsel.

 



 

If you have any questions about this notice or the blackout period, you should contact:

 

Matthew Broad

Executive Vice President, General Counsel and Secretary

150 Pierce Road
Itasca, Illinois 60143
Phone:  630-438-8775

 

Beginning on December 6, 2004, you can also call the OfficeMax Information Line (at no charge) at 1-877-OMX-401k (1-877-669-4015) to request general Plan information and to determine whether the blackout period has started or ended.