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): September 3, 2021
Keurig Dr Pepper Inc.
(Exact Name of Registrant as Specified in its charter)
Delaware | 001-33829 | 98-0517725 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
53 South Avenue, Burlington, Massachusetts 01803
(Address of principal executive offices, including zip code)
781-418-7000
(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. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | Name of each exchange on which registered | ||
Common stock | KDP | Nasdaq Stock Market LLC |
Item 7.01 Regulation FD Disclosure.
On September 3, 2021, Keurig Dr Pepper Inc., a Delaware corporation (the “Company”), issued a press release in connection with the filing of the Prospectus Supplement described in Item 8.01 below. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information presented in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 8.01 Other Events.
On September 3, 2021, the Company filed with the Securities and Exchange Commission (the “Commission”) a prospectus supplement (the “Prospectus Supplement”) to its automatically effective shelf registration statement on Form S-3, as amended by the Post-Effective Amendment No. 1 thereto filed on August 29, 2019 (File No. 333-233477) (as amended, the “Registration Statement”) covering the resale of up to 68,523,512 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) which may be used by the selling stockholders identified therein to resell shares of the Common Stock covered by the Prospectus Supplement (the “Shares”). The Company will not receive any proceeds from any sale of the Shares by the selling stockholders.
The Company is filing this report to provide the legal opinion as to the validity of the Shares, which opinion is attached hereto as Exhibit 5.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description of Exhibit | |
5.1 | Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the validity of the Shares. | |
99.1 | Press release of Keurig Dr Pepper Inc., dated September 3, 2021. | |
104 | Cover Page Interactive Data File, formatted in Inline XBRL and included as Exhibit 101. |
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.
KEURIG DR PEPPER INC. | ||||||
Dated: September 3, 2021 | ||||||
By: | /s/ James L. Baldwin | |||||
James L. Baldwin | ||||||
Chief Legal Officer, General Counsel and Secretary |