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): May 21, 2008 (May 15,
2008)
Rite
Aid Corporation
(Exact
name of registrant as specified in its charter)
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Delaware
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1-5742
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23-1614034
|
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
Number)
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30
Hunter Lane, Camp Hill, Pennsylvania 17011
(Address
of principal executive offices, including zip code)
(717)
761-2633
(Registrant’s
telephone number, including area code)
N/A
(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 (see General Instruction A.2. below):
[
] 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))
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Item
3.02.
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Unregistered
Sales of Equity Securities.
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On May 20, 2008, Rite Aid Corporation
(the “Company”) exchanged a total of 2,404,020 shares of its 5.50% Series I
Mandatory Convertible Preferred Stock (the “Series I Preferred Stock”) for a
total of 14,647,085 shares of the Company’s common stock, par value $1.00 per
share (the “Common Stock”). The exchanges took place in the form
of individually negotiated transactions between the Company and each
of four holders of the Series I Preferred Stock. Of the shares of
Common Stock issued upon conversion, 13,597,378 shares will have
been issued based upon a conversion ratio of 5.6561 shares of Common Stock
per share of Series I Preferred Stock pursuant to the conversion formula
specified in the certificate of designations with respect to the Series I
Preferred Stock (assuming the conversion formula was calculated on May 15,
2008), and 1,049,707 shares will have been issued in lieu of future dividends
and as an inducement for the conversion. This includes
the exchange of 370,000 shares for 2,247,569 shares of Common Stock
which is expected to settle after the date of this report. Following
these transactions, 2,415,980 shares of Series I Preferred Stock will remain
outstanding. The remaining shares of Series I Preferred Stock will
automatically convert into shares of the Company’s Common Stock on November 17,
2008. The conversion ratio will be no fewer than 4.7134 shares and no
more than 5.6561 shares of Common Stock per share of Series I Preferred Stock,
and will depend on the market value of the Company’s Common Stock at the time of
conversion.
The shares of Common Stock were issued
in reliance upon the exemption from registration provided by Section 3(a)(9) of
the Securities Act of 1933, as amended.
SIGNATURES
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 hereto
duly authorized.
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Date:
May 21, 2008
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By:
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/s/ Robert B.
Sari |
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|
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Name:
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Robert
B. Sari
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Title:
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Executive
Vice President,
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General
Counsel and Secretary
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