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):
December 6, 2021
ALLIANCE DATA SYSTEMS CORPORATION
(Exact Name of Registrant as Specified in Charter)
3095 LOYALTY CIRCLE
COLUMBUS, Ohio 43219
(Address and Zip Code of Principal Executive Offices)
(614) 729-4000
(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 is intended to
simultaneously satisfy the filing obligation of the Registrant
under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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 1.01. Entry into a Material Definitive Agreement.
On December 6, 2021, Alliance Data Systems Corporation (“ADS”) and
Loyalty Ventures Inc. (“Loyalty Ventures”) entered into an
amendment (the “Amendment”) to that certain Employee Matters
Agreement, dated November 5, 2021 (the “Employee Matters
Agreement”), by and between ADS and Loyalty Ventures. The
Employee Matters Agreement was originally entered into in
connection with the previously announced separation (the
“Separation”) of Loyalty Ventures from ADS into an independent,
publicly-traded company on November 5, 2021 (the “Distribution
Date”). Among other things, the Employee Matters Agreement
provides that outstanding ADS equity awards held by individuals who
are employed by or otherwise providing services to Loyalty
Ventures, or whose employment or engagement was transferred to
Loyalty Ventures in connection with the Separation, will to the
extent granted less than one year prior to the Distribution Date be
forfeited and, as soon as reasonably practicable following the
Distribution Date be replaced with a combination of new equity in
Loyalty Ventures and cash awards and a cash payment, in each case
in accordance with the terms of the Employee Matters Agreement in a
manner intended to equitably preserve the overall intrinsic value
of the ADS equity awards by taking into account the relative value
of ADS common stock before the Separation and the value of Loyalty
Ventures common stock after the Separation. In connection
with the foregoing, the Amendment amends the measurement period for
determining the average value of Loyalty Ventures common stock
following the Separation. The Amendment will only impact the value
of the equity awards issued by Loyalty Ventures on account of
forfeited ADS equity awards, and will not require ADS to pay
additional cash, take any action, or otherwise have any economic or
accounting effect on ADS.
A copy of the Amendment is filed as Exhibit 10.1 to this Current
Report on Form 8-K and is incorporated by reference in this Item
1.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
