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 |
|
(Commission |
|
(I.R.S. Employer |
|
|
|
|
|
150 Pierce Road |
|
60143 |
||
(Address of principal executive offices) |
|
(Zip Code) |
(630) 773-5000
(Registrants 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 Registrants 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 |
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 companys 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.