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): March 13, 2008
DOLLAR
TREE, INC.
(Exact
name of registrant as specified in its charter)
VIRGINIA
(State or
Other Jurisdiction of Incorporation)
|
0-25464
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26-2018846
|
|
(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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500 Volvo
Parkway
Chesapeake,
VA 23320
(Address
of Principal Executive Offices and Zip Code)
(757)
321-5000
(Registrant’s
Telephone Number, Including Area Code)
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
8.01. Other Events.
This
report is being filed to provide revised company information that reflects the
adoption by Dollar Tree Stores, Inc., a Virginia corporation (the “Predecessor
Registrant”), of a holding company form of organizational
structure. The holding company organizational structure was
implemented by the merger (the “Merger”) in accordance with Section 13.1-719.1
of the Virginia Stock Corporation Act, of Dollar Tree Merger Sub, Inc., a
Virginia corporation, with and into the Predecessor Registrant, with the
Predecessor Registrant being the surviving corporation. In the
Merger, which was consummated on March 2, 2008, each share of the common stock
of the Predecessor Registrant was converted into one share of common stock of
Dollar Tree, Inc., a Virginia corporation (the
“Registrant”). Pursuant to the Merger, the Predecessor Registrant
became a direct, wholly-owned subsidiary of the Registrant. In the
Merger, the Registrant issued new shares of common stock in uncertificated form,
or, at the request of the holder, by stock certificate, the form of which is
attached hereto as Exhibit 4.1. The revised “Description of Capital
Stock” for the Registrant, which is substantively identical to the description
applicable to the Predecessor Registrant before the Merger, is attached hereto
as Exhibit 99.1.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
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Exhibit
No.
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Description
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4.1
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Form
of Common Stock Certificate
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99.1
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Description
of Capital Stock
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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.
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DOLLAR
TREE, INC.
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||
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March
13, 2008
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By:
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/s/
Bob Sasser
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Bob
Sasser
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President
and Chief Executive Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Description
|
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4.1
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Form
of Common Stock Certificate
|
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99.1
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Description
of Capital Stock
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