10-K/A


 


 

UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549

 


 

FORM 10-K/A

(Amendment No. 1)


 

 


 





ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934:

For the fiscal year ended December 28, 2019


OR

 





TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934:

For the transition period from _______ to ______


Commission File No. 000-24385


 

 


SCHOOL SPECIALTY, INC.


(Exact name of Registrant as specified in its charter)

 


 

 






















Delaware

 

39-0971239

(State or other jurisdiction of


incorporation or organization)

 

(I.R.S. Employer


Identification No.)

W6316 Design Drive


Greenville, Wisconsin

  54942

(Address of principal executive offices)

  (Zip Code)

Registrant’s telephone number, including area code: (920)
734-5712

Securities registered pursuant to Section 12(b) of the Act:


 











Title of each class

 

Name of each exchange on which registered

None

 

None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value


 

 


Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.


Yes   ☐    No  ☑


Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.


Yes   ☑    No  ☐*


Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.


Yes   ☑    No  ☐*


Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).


Yes   ☑    No  ☐


Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”
and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated
filer  ☐    Accelerated filer  ☐     Non-accelerated filer  ☐    Smaller reporting
company  ☑    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.  ☐


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).

Yes   ☐    No  ☑


The aggregate market value of the Registrant’s common stock held by non-affiliates as of
June 28, 2019 was $20,683,549. As of March 25, 2020, there were 7,025,219 shares of the Registrant’s common stock outstanding.


INCORPORATION BY REFERENCE

None.


 

 


 

 





*

The Company’s obligation to file was suspended effective May 8, 2020. This amendment is being made in
connection with a report filed prior to such date.

 




EXPLANATORY NOTE


On April 7, 2020, School Specialty, Inc. (the “Company”) filed its Annual Report on Form 10-K for the
fiscal year ended December 28, 2019 (the “Report”). The Company is filing this Amendment No. 1 on Form 10-K/A (the “Form 10-K/A”)
to amend and restate in its entirety Part III, Items 10 through 14 of the Report to include information previously omitted in reliance on General Instruction G(3) to Form 10-K (the
“Part III Information”) because the Company will not file a definitive proxy statement within 120 days after the end of its fiscal year.

In
addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), certifications by the Company’s principal executive officer and principal
financial officer are filed as exhibits to this Form 10-K/A under Item 15 of Part IV hereof. Because no financial statements have been included in this
Form 10-K/A and this Form 10-K/A does not contain or amend any disclosure with respect to Items 307 and 308 of
Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. We are not including the certifications under Section 906 of the Sarbanes-Oxley Act of 2002 as no financial statements
are being filed with this Form 10-K/A.

Except as set forth in Part III below, the additions and updates
to exhibit list in the Index to Exhibits (incorporated into Part IV – Item 15(a)(3) by reference), and changes to the cover page of the Report, this Form 10-K/A does not modify or update
disclosure in, or exhibits to, the Report. Furthermore, this Form 10-K/A does not change any previously reported financial results, nor does it reflect events occurring after the date of the Report.
Information not affected by this Form 10-K/A remains unchanged and reflects the disclosures made at the time the Report was filed. Accordingly, this
Form 10-K/A should be read in conjunction with the Report and our other filings with the Securities and Exchange Commission (the “SEC”).


Unless the context requires otherwise, all references to “School Specialty,” “SSI,” the “Company,” “we” or
“our” refer to School Specialty, Inc. and its subsidiaries.

RELIANCE ON SEC ORDER


The Company is filing its Form 10-K/A pursuant to the Securities and Exchange Commission’s Order under
Section 36 of the Securities Exchange Act of 1934 Modifying Exemptions from the Reporting and Proxy Delivery Requirements for Public Companies dated March 25, 2020
(Release No. 34-88465) (the “Order”) to delay the filing of the Part III Information due to circumstances related to the coronavirus disease
2019 (“COVID-19”). The Company’s operations and business have experienced disruption due to the unprecedented conditions surrounding
the COVID-19 pandemic spreading throughout the United States and the world, as more fully disclosed in its Current Reports on Form 8-K dated
March 27, 2020 and April 24, 2020.

PART III


Item 10. Directors, Executive Officers and Corporate Governance

 





(a)

Executive Officers. Reference is made to “Information about our Executive Officers” in
Part I of the Report.

 





(b)

Directors.


School Specialty’s Board currently consists of five members.












Name and Age of Director

  

Gus D. Halas


Age 69

  

Mr. Halas is the Company’s Chairman of the Board and has been a director of the Company since July 2015. From 2011 to 2013,
Mr. Halas served as the President and Chief Executive Officer of Central Garden & Pet Company. From 2009 to 2015, Mr. Halas served as a senior advisor to White Deer Energy, a private equity firm that targets investments in oil and
gas exploration and production, oilfield service and equipment manufacturing and the midstream sectors of the energy business. Mr. Halas is currently Chairman of the board of directors for Axon Pressure Products, Inc., an independent
manufacturer and service provider of pressure control equipment, a director of Triangle Petroleum Corporation, an independent energy holding company, OptimizeRx Corporation, a technology solutions company targeting the healthcare industry, and
Madalena Energy Inc., a Canadian-based oil and gas company. Mr. Halas holds a BS in Physics and Economics from Virginia Tech.

 


Mr. Halas’ expertise in distribution, track record of growing companies and building value, independent insight and industry relationships make him a
valuable member of the Board of Directors.

 







Justin C. Jacobs


Age 45

  

Mr. Jacobs has been a director of the Company since March 2019. He is a Management Committee Director of Mill Road Capital Management
LLC, an investment firm focused on investments in small, publicly traded companies, where he has worked since 2005. Mr. Jacobs is a member of the Board of Directors of Rubio’s Restaurants, Inc., Lignetics, Inc. and Mother’s
Market & Kitchen. He was formerly a member of the Board of Directors of Ecology and Environment, Inc. (former ticker “EEI”), Galaxy Nutritional Foods Inc. (former ticker “GXYF”), National Technical Systems, Inc. (former
ticker “NTSC”), and PRT Growing Services Ltd. From 1999 to 2004, he worked at LiveWire Capital, an investment and management group focused on control, operationally-intensive buyouts of small companies where he led investments and held
various operational positions in numerous portfolio companies. Mr. Jacobs was an investment professional in the private equity group of The Blackstone Group from 1996 to 1999. Mr. Jacobs holds a B.S. from the McIntire School of Commerce at
the University of Virginia.

 

Mr. Jacobs’ experience in operating roles,
principal investing, public and private boards of directors, and various capital markets provide valuable experience and perspective to the Board of Directors.

 







Justin Lu


Age 49

  

Mr. Lu has been a director of the Company since June 2013. Mr. Lu is president of LevFin Advisors, LLC, a privately held
consulting firm specializing in strategic planning, financial analysis and improvement, turnaround management, mergers and acquisitions and restructurings. Mr. Lu was partner at Zazove Associates (“Zazove”), an investment advisory
firm focused on convertible securities, where he was employed from 2002 through 2018, investing primarily in high yield convertible portfolios. Prior to joining Zazove, Mr. Lu worked at Merrill Lynch from 1998 to 2001 as an associate in the
leveraged finance and technology investment banking groups. Mr. Lu received his B.A. in economics and mathematics from Dartmouth College and his J.D./M.B.A. from Columbia University. Mr. Lu is a CFA charterholder.


 

Mr. Lu’s experience at sophisticated financial institutions with leveraged
finance and other complex transactions make him a valuable member of the Board of Directors.












Andrew E. Schultz


Age 65

  

Mr. Schultz has been a director of the Company since July 2015. Mr. Schultz has been a member of Holding Capital Group, a
private equity firm focusing on middle market companies, since 1999. From 1992 to 1999, Mr. Schultz served as Vice President and General Counsel of Greenwich Hospital. Mr. Schultz currently serves on the board of directors and as chairman
of Legacy Cabinets, Inc., a leading manufacturer of semi-custom kitchen cabinets. He is also chairman of the board of directors of Physician’s Weekly, LLC, a
point-of-care medical news and information source for healthcare professionals supported by pharma, serves on the board of Sierra Hamilton, LLC, provider of
drilling-related engineering and consulting services to oil and gas exploration and production, serves on the board of Vanguard Natural Resources, Inc., an exploration and production company engaged in the production and development of oil and
natural gas properties in the United States, serves on the board of Algoma Steel, Inc., a fully integrated steel producer in Sault Ste. Marie, Ontario, and serves on the board of managers of Mori Lee, LLC, a U.S.-based designer of wedding, prom and
special occasion dresses. Previously, Mr. Schultz served on the boards of directors of Western Kentucky Coal Resources, LLC, formed post-restructuring with Murray Energy Corporation and the secured noteholders of Armstrong Energy, Inc., Niagara
LaSalle Steel, Inc., an independent manufacturer of cold bar steel, Bankruptcy Management Solutions, Inc., a technology company providing an end-to-end platform for the
bankruptcy industry, and Source Interlink Companies, Inc. (now known as TEN: The Enthusiast Network), a magazine publishing and logistics company. He also previously served as chairman of the board of directors of PSI, LLC, a provider of testing and
evaluation services. Mr. Schultz holds a B.A. in Economics and Geography from Clark University and a J.D. from Fordham University School of Law.

 


Mr. Schultz’s expertise in distribution and manufacturing, track record of growing companies and building value, independent insight and industry
relationships make him a valuable member of the Board of Directors.

 

Eric Yanagi


Age 38

  

Mr. Yanagi has been a director since September 2019. He is a Management Committee Director of Mill Road Capital Management LLC, an
investment firm focused on investments in small, publicly traded companies, where he has worked since 2008. From 2006 to 2008, Mr. Yanagi was an investment professional at Nautic Partners, a middle-market private equity firm focused on business
services, healthcare, manufacturing and media & communications. Prior to Nautic Partners, he was an investment banker in the Mergers & Acquisitions Group at Credit Suisse. Mr. Yanagi received an A.B. in Economics from
Princeton University and an M.B.A. from the Haas School of Business at the University of California, Berkeley.

 


Mr. Yanagi’s experience in operating roles, principal investing, public and private boards of directors, and various capital markets provide valuable
experience and perspective to the Board of Directors.






(c)

We have adopted a Code of Ethics that applies to our directors, officers and employees, including the principal
executive officer, principal financial officer, principal accounting officer and controller. The Code of Ethics is posted on our internet website at www.schoolspecialty.com. We intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K and Item 406 of Regulation S-K by posting such information on our internet website.


 





(d)

There were no material changes in fiscal 2019 to the procedures by which the Company’s stockholders may
recommend nominees to the Company’s Board of Directors.

Item 11. Executive Compensation


This section provides compensation information about the following individuals:


 







   

Michael Buenzow – Interim Chief Executive Officer


 







   

Ryan M. Bohr – Executive Vice President and Chief Operating Officer


 







   

Kevin L. Baehler – Executive Vice President and Chief Financial Officer


 







   

Joseph M. Yorio – former President and Chief Executive Officer


In the discussion below, we refer to this group of executives as the “named executive officers” or “NEOs,” which includes
the executive officers for whom disclosure is required under the applicable rules of the SEC. As a smaller reporting company, we are not required to provide a “Compensation Discussion and Analysis” under Item 402 of Regulation S-K.

Summary Compensation Information. The following table sets forth the
compensation earned by our Named Executive Officers:

Summary Compensation Table


 










































































































































































































































































































Name and Principal Position

   Fiscal
Year
     Salary ($) (1)      Stock Awards
($ ) (2)
     All Other
Compensation
($) (3)
     Total
Compensation($)
 

Michael Buenzow

     2019      $ —        $ —        $ 1,761,045      $ 1,761,045  

Interim Chief

              

Executive Officer

              

Ryan M. Bohr

     2019      $ 435,000      $ 135,892      $ 10,641      $ 581,533  

Executive Vice President and

     2018      $ 403,000      $ 474,519      $ 13,957      $ 891,476  

Chief Operating Officer

              

Kevin L. Baehler

     2019      $ 300,000      $ 55,966      $ —        $ 355,966  

Executive Vice President and

     2018      $ 282,500      $ 195,428      $ —        $ 477,928  

Chief Financial Officer

              

Joseph M. Yorio

     2019      $ 89,923      $ —        $ 546,514      $ 636,437  

Former President and Chief

     2018      $ 652,000      $ 949,058      $ 35,310      $ 1,636,368  

Executive Officer

              

 

 





(1)

Base salary amounts reflect fifty-two weeks of salary for fiscal 2019
and fiscal 2018 for the Named Executive Officers who were employed by the Company during that entire fiscal year. Mr. Yorio’s base salary for fiscal 2019 reflects base salary paid through February 1, 2019. Mr. Buenzow’s
salary reflects the compensation the Company paid to FTI for Mr. Buenzow’s services, which were paid at a rate of $160,000 per month.






(2)

These amounts reflect the grant date fair value of the RSU awards granted during fiscal 2018 and fiscal 2019,
computed in accordance with FASB ASC Topic 718, Compensation-Stock Compensation. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions.





(3)

Includes a payment of $10,641 paid to Mr. Bohr for commuting expense reimbursement and tax gross-up; and payments of $529,712 and $16,803 paid to Mr. Yorio for severance and accrued vacation, respectively. Includes, for Mr. Buenzow, pursuant to the Engagement Agreement, payments of $1,045 to FTI
to reimburse for reasonable expenses incurred on the Company’s behalf.

Agreements with Named Executive Officers


The Company is or was party to engagement related or employment related agreements with each of FTI and Messrs. Bohr, Baehler, and Yorio.
Material terms of these arrangements are described below.

FTI Agreement. In connection Mr. Buenzow’s appointment as
Interim Chief Executive Officer, the Company entered into the Engagement Agreement with FTI. Pursuant to the Engagement Agreement, the Company has agreed to compensate FTI for Mr. Buenzow’s services at a rate of $160,000 per month. The
Engagement Agreement also includes an additional incentive fee based upon the Company’s adjusted EBITDA performance. In addition, the Company has agreed to reimburse FTI for reasonable expenses incurred on the Company’s behalf.


The Engagement Agreement with FTI provides that the Company will pay FTI an incentive fee based upon the Company’s adjusted EBITDA
performance in certain circumstances. The Company agreed to pay an incentive fee as follows:

 



























Adjusted EBITDA Level

   Incentive Performance Fee

$50,000,000 to $52,000,000

   0.50%

$52,000,001 to $57,000,000

   0.75%

$57,000,001 to $62,000,000

   1.25%

$62,000,001 to $65,000,000

   1.50%

> $65,000,000

   1.75%

Bohr Agreement. The Company entered into an employment agreement with Mr. Bohr on October 27,
2014, which provides that Mr. Bohr will serve as Executive Vice President and Chief Financial Officer of the Company. Effective June 8, 2017, Mr. Bohr was appointed as Executive Vice President and Chief Operating Officer. His
compensation did not change in connection with the foregoing. The terms of Mr. Bohr’s employment under the employment agreement include:

 







   

An annual base salary of $330,000. During fiscal 2018, Mr. Bohr’s annual base salary was increased to
$435,000.

 







   

Eligibility for participation in the Company’s annual incentive bonus plans offered by the Company to its
senior executives from time to time. Mr. Bohr’s annual target cash bonus opportunity is equal to a minimum of 60% of his base salary, and is subject to annual review by the Board or compensation committee. For fiscal 2018, this amount was
set at 75%. This was the same for fiscal 2019.

 







   

Rights and obligations of the Company and Mr. Bohr upon a voluntary or involuntary termination of
Mr. Bohr’s employment, as specified in the employment agreement.

 







   

Obligations of Mr. Bohr to comply with confidentiality,
non-competition and non-solicitation restrictions during the term of his employment and for a specified period of time thereafter.


Baehler Agreement. The Company entered into an employment agreement with Mr. Baehler on October 12, 2016, which provides that
Mr. Baehler will continue to serve as the Company’s Senior Vice President and Chief Accounting Officer. Effective June 8, 2017, Mr. Baehler was appointed as Senior Vice President and Chief Financial Officer. Effective
August 7, 2017, Mr. Baehler’s Senior Vice President title changed to Executive Vice President. His compensation did not change in connection with the foregoing. The terms of Mr. Baehler’s employment under the employment
agreement include:

 







   

An annual base salary of $250,000. During fiscal 2018, Mr. Baehler’s salary was increased to $300,000.








   

Eligibility for participation in the Company’s annual incentive bonus plans offered by the Company to its
senior executives from time to time, with an annual target cash bonus opportunity equal to 50% of his base salary, prorated for partial years of service, and subject to annual review by the Board or compensation committee. For fiscal 2018, this
amount was set at 75%. This was the same for fiscal 2019.

 







   

Rights and obligations of the Company and Mr. Baehler upon a voluntary or involuntary termination of his
employment, as specified in the employment agreement.

 







   

Obligations of Mr. Baehler to comply with confidentiality,
non-competition and non-solicitation restrictions during the term of his employment and for a specified period of time thereafter.


Yorio Agreement. The Company entered into an amended and restated employment agreement with Mr. Yorio on March 23, 2016,
which provided that Mr. Yorio would serve as President and Chief Executive Officer of the Company until December 29, 2018, which period was automatically extended on December 29, 2018. The terms of Mr. Yorio’s employment
under the employment agreement included:

 







   

An annual base salary of $600,000, which was subject to review annually and could have been increased at any time
and from time to time by the Board or the compensation committee of the Board. During fiscal 2018, Mr. Yorio’s annual base salary was increased to $668,000.


 







   

Eligibility for participation in the Company’s annual incentive bonus plans offered by the Company to its
senior executives from time to time. Mr. Yorio’s annual target cash bonus opportunity was equal to a minimum of 115% of his base salary, and was subject to annual review by the Board or compensation committee. For fiscal 2018, this amount
was set at 125%.

 







   

Rights and obligations of the Company and Mr. Yorio upon a voluntary or involuntary termination of
Mr. Yorio’s employment, as specified in the employment agreement.

 







   

Obligations of Mr. Yorio to comply with confidentiality,
non-competition and non-solicitation restrictions during the term of his employment and for a specified period of time thereafter.


On February 1, 2019, Mr. Yorio resigned as President and Chief Executive Officer and a member of the Board of the Company. In
connection with Mr. Yorio’s resignation, the Company and Mr. Yorio entered into the Separation Agreement, under which the Company agreed, in consideration of Mr. Yorio’s execution of a general release of claims in the
Company’s favor, to provide Mr. Yorio with certain severance payments, benefits and COBRA continuation payments as set forth in Section 3.2(c) of Mr. Yorio’s employment agreement with the Company, as though his employment
had been terminated without cause.

Incentive Compensation


The Board of Directors approved a management incentive plan under the terms of our 2014 Incentive Plan for fiscal 2019 (the “2019
Plan”), which provided an annual cash incentive to participants based on Adjusted EBITDA for fiscal 2019. Each of the Company’s executive officers was eligible to participate in the 2019 Plan, except for Mr. Buenzow. Potential payouts
under the 2019 Plan were equal to a percentage of each participant’s base salary based on achievement of threshold, target and maximum Adjusted EBITDA amounts of $42.0 million, $46.0 million, and $52.9 million, respectively,
established by the Board of Directors. In addition, any payment under the 2019 Plan up to target was subject to the minimum attainment of free cash flow of $25.0 million and any payment in excess of target was subject to minimum attainment of
free cash flow of $27.8 million, as established by the Board of Directors. For fiscal 2019, we did not achieve free cash flow or Adjusted EBITDA at these levels. Accordingly, we did not pay a cash incentive to our Named Executive Officers with
respect to fiscal 2019.

The 2014 Incentive Plan also permits the grant of equity incentives to participants. The Company does not intend
to make any further issuances under the 2014 Incentive Plan, and accordingly, the Company has filed post-effective amendments to its Registration Statements on Form S-8 related to the 2014 Incentive Plan to
deregister all shares that were registered and which remain unissued related to the 2014 Incentive Plan.




Outstanding Equity Awards


Outstanding Equity Awards. The following table provides information regarding options and RSUs held at fiscal year-end by the Named Executive Officers:

Outstanding Equity Awards at December 28, 2019






































































































































































































































     Option Awards      Stock Awards  

Name

   Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
     Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
    Option
Exercise
Price
($)
     Option
Expiration
Date
     Number of
Shares or Units of
Stock That Have
Not Vested (#)
    Market Value of
Shares or Units of
Stock That Have
Not Vested($)
 

Michael Buenzow

     —          —         —          —          —         —    

Ryan M. Bohr

     80,500        —       $ 18.57        10/27/2024        16,323 (2)    $ 8,162  
     12,250        12,250 (1)    $ 18.57        3/11/2027        24,485 (4)    $ 12,243  

Kevin L. Baehler

     19,019        —       $ 18.57        5/22/2024       
     15,981        —       $ 18.57        9/25/2024        6,723 (2)    $ 3,362  
     3,500        3,500 (1)    $ 18.57        3/11/2027        10,084 (4)    $ 5,042  

Joseph M. Yorio (3)

     —          —         —          —          —         —    

 





(1)

This option vested as to one-half of the shares subject to the option on
March 13, 2019 and as to one-fourth of the shares subject to the option on March 13, 2020, and vests as to one-fourth of the shares subject to the option on
March 13, 2021.





(2)

These awards of RSUs vested as to one-third of the shares subject to the
RSU on each of March 15, 2019 and March 15, 2020, and vest as to one-third of the shares subject to the RSU on March 15, 2021.





(3)

Mr. Yorio’s unvested options were forfeited immediately upon the end of his employment on
February 1, 2019, and his vested options were forfeited to the extent not exercised on or prior to May 2, 2019. Mr. Yorio’s award of RSUs was forfeited immediately upon the end of his employment.





(4)

These awards of RSUs vest as to one-third of the shares subject to the
RSU on each of March 15, 2020, March 15, 2021 and March 15, 2022.

POTENTIAL PAYMENTS UPON TERMINATION
OR CHANGE IN CONTROL

Potential Payments upon Termination without Cause or for Good Reason or Non-Renewal by
the Company

Under the employment agreements in effect on December 28, 2019 for Messrs. Bohr and Baehler, upon termination of his
employment without cause or for good reason (as defined in his employment agreement), the executive shall have the right to receive (i) payment of any unpaid base salary, (ii) payment of any accrued but unpaid time-off, consistent with the Company’s policy related to carryovers of unused time, (iii) payment of all vested benefits under any benefit plans in accordance with the terms of such plans,
(iv) reimbursement of expenses (we refer to (i)-(iv) as the “Accrued Obligations”), and (v) severance payments consisting of 12 months of base salary continuation (contingent upon the execution and delivery of a release of all
employment-related claims, and expiration of the statutory rescission period for such release), a pro-rated annual incentive bonus payment for the fiscal year in which termination occurs based on actual
performance-based bonus attainments for such fiscal year in a lump sum, and to the extent it does not result in a tax or penalty on the Company, reimbursement for that portion of the premiums paid by the executive to obtain COBRA continuation health
coverage. Had the employment of Mr. Bohr or Mr. Baehler been terminated without cause or for good reason on the last business day of fiscal 2019, they would have been entitled to a severance payment of $435,000 and $300,000, respectively,
paid in accordance with the schedule above, in addition to the Accrued Obligations.




Under the Engagement Agreement with Mr. Buenzow, the Company may terminate the
engagement at any time and for any reason, but must reimburse FTI for out-of-pocket expenses incurred in connection with commitments made by FTI prior to the termination
date with respect to advance travel arrangements reasonably incurred, to the extent FTI is unable to obtain refunds of such expenses. Unless FTI is in material default of the Engagement Agreement, termination shall not affect FTI’s entitlement
to the incentive performance fee.

Potential Payments upon Termination for Cause


Upon termination for cause, each of the executives is entitled to receive the Accrued Obligations.


Potential Payments upon Retirement, Death or Disability


Under the employment agreement in effect on December 28, 2019 for Messrs. Bohr and Baehler, upon termination of his employment by death or
disability (as defined in his employment agreement), the executive shall have the right to receive the Accrued Obligations, and provided that the executive or a representative of his estate executes and delivers an irrevocable release of all
employment-related claims against the Company, a pro-rated annual incentive bonus payment for the fiscal year in which termination occurs based on actual performance-based bonus attainments for such fiscal
year in a lump sum. The executives are not eligible for any additional benefits upon retirement. Had the executive’s employment been terminated for any of these reasons on the last business day of fiscal 2019, they would have been entitled to a
payment of $0 and $0, respectively, in addition to the Accrued Obligations.

Potential Payments upon Termination by the Executive, Expiration or Non-Renewal by the Executive

Under the employment agreement in effect on December 28, 2019 for
Messrs. Bohr and Baehler, upon termination of his employment by him, he shall have the right to receive the Accrued Obligations.

Potential Payments
upon a Change in Control

Pursuant to our Restricted Stock Unit Agreements for Messrs. Bohr and Baehler, RSUs will continue to be
subject to the above time-based vesting provisions following a Change in Control. However, all RSUs will become fully vested upon a Participant’s involuntary termination of employment without Cause or a voluntary termination of the
Participant’s employment for Good Reason within twelve months following a Change in Control. In either event, Messrs. Bohr and Baehler would have been entitled to RSUs with a value of $20,404 and $8,404, respectively, which would have vested
based on a price of $0.50 per share as of fiscal 2019 year end.

Our employment agreements in effect on December 28, 2019 with
Messrs. Bohr and Baehler do not provide for any rights upon a change in control. Pursuant to our stock option agreements in effect for Messrs. Bohr and Baehler, any unvested portion of their stock options will vest upon a change in control. Had a
change of control occurred on the last business day of fiscal 2019 at the closing price of our common stock on that date, the Named Executive Officers would not have realized any value for their options.


Payments to Mr. Yorio upon Resignation


On February 1, 2019, Mr. Yorio resigned as President and Chief Executive Officer and a member of the Board of the Company. In
connection with Mr. Yorio’s resignation, the Company and Mr. Yorio entered into the Separation Agreement, under which the Company agreed, in consideration of Mr. Yorio’s execution of a general release of claims in the
Company’s favor, to provide Mr. Yorio with severance payments of $529,712, certain benefits including $16,803 for accrued vacation and COBRA continuation payments as set forth in Section 3.2(c) of Mr. Yorio’s employment
agreement with the Company, as though his employment had been terminated without cause.




NON-EMPLOYEE DIRECTOR COMPENSATION


In fiscal 2019, non-employee directors received the following compensation:


 










































































































Name

   Fees Earned —
Paid in Cash

($)(1)
     Stock Awards
($) (2)
     Total
($)
 

Justin Lu

   $ 87,500      $ 21,479      $ 108,979  

Justin Jacobs (3)

   $ 63,052      $ 21,479      $ 84,530  

Gus D. Halas

   $ 125,000      $ 21,479      $ 146,479  

Andrew E. Schultz

   $ 90,000      $ 21,479      $ 111,479  

Eric Yanagi (4)

   $ 20,245      $ 7,740      $ 27,985  

Scott P. Scharfman (5)

   $ 63,168      $ 21,479      $ 84,647  

 





(1)

Starting on June 18, 2018, each non-employee member of the Board
of Directors received an annual cash retainer equal to $75,000, and the Chairman of the Board of Directors, the Chairman of the Audit Committee, the Chairman of the Compensation Committee and the Chairman of the Governance/Nominating Committee
received an additional annual cash retainer equal to $50,000, $15,000, $12,500 and $12,500, respectively. Each of these retainers will continue to be paid in four equal quarterly installments.





(2)

Amount represents the aggregate grant date fair value of RSUs granted in fiscal 2019.





(3)

Mr. Jacobs was appointed as a director on March 15, 2019.





(4)

Mr. Yanagi was appointed as a director on September 24, 2019.





(5)

Mr. Scharfman resigned as a director on September 20, 2019.




Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS


The following table sets forth certain information as of the March 25, 2020 (unless otherwise specified) regarding the beneficial
ownership of shares of Common Stock by each of our directors, the executive officers named in the summary compensation table (the “Named Executive Officers”), all of our directors, and executive officers as a group and each person believed
by us to be a beneficial owner of more than 5% of the outstanding Common Stock. Except as otherwise indicated, the business address of each of the following is W6316 Design Drive, Greenville, Wisconsin 54942.


 








































































































































Name and Address of Beneficial Owner

   Amount and Nature
of

Beneficial Ownership
    Percent of
Outstanding Shares
(1)
 

Gus D. Halas

     3,870      

Justin C. Jacobs

     2,426,511 (3)      34.5

Justin Lu

     3,870      

Andrew E. Schultz

     3,870      

Eric Yanagi

     2,423,516 (3)      34.5

Michael Buenzow

     —         —    

Kevin L. Baehler

     48,619 (5)     

Ryan M. Bohr

     119,889 (5)     

Joseph M. Yorio

     10,000 (4)     

All executive officers and directors as a group (9 persons)

     2,616,629  (5)      36.5

Mill Road Capital II, L.P.(2)


Mill Road Capital II GP


Thomas E. Lynch


382 Greenwich Avenue


Suite One


Greenwich, CT 02210

     2,423,516       34.5

Zazove Associates, LLC (6)


Zazove Associates, Inc.


Gene T. Pretti


1001 Tahoe Blvd.


Incline Village, NV 89451

     794,922       11.3


































































Name and Address of Beneficial Owner

   Amount and Nature
of
Beneficial Ownership
     Percent of
Outstanding Shares
(1)
 

Saybrook Corporate Opportunity Fund II, L.P. (7)


SCOF II Side Pocket Fund, L.P.


COF II Bonds Acquisition, LLC


Jonathan Rosenthal


Kenneth Slutsky


11400 W. Olympic Blvd., Suite 1400


Los Angeles, CA 90064

     444,269        6.4

Virginia Retirement System (8)


1200 East Main Street


Richmond, VA 23219

     396,032        5.6

Anson Funds Management LP (9)


Anson Management GP LLC


Bruce R. Winson


5950 Berkshire Lane, Suite 210


Dallas, Texas 75225


Anson Advisors Inc.


Amin Nathoo


Moez Kassam


155 University Ave, Suite 207


Toronto, ON M5H 3B7

     563,441        8.0

The TCW Group, Inc., (10)


on behalf of the TCW Business Unit


865 South Figueroa Street

     

Los Angeles, CA 90017

     1,559,674        18.2

 





*

Less than 1% of the outstanding Common Stock.





(1)

Based on 7,025,219 shares of Common Stock outstanding as of March 25, 2020.





(2)

Based on Amendment No. 2 to Schedule 13D filed with the SEC on June 21, 2018, Mill Road Capital II,
L.P. (the “Fund”) had sole voting and sole dispositive power over 2,423,516 shares of Common Stock. The 2,423,516 shares reported are directly held by the Fund. Mill Road Capital II GP (the “GP”) is the sole general partner of
the Fund and has sole authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, the 2,423,516 shares on behalf of the Fund.





(3)

The shares include 2,423,516 shares directly held by the Fund. Mr. Jacobs and Mr. Yanagi are
management committee directors of the GP, which is the sole general partner of the Fund and has sole authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the Fund. Mr. Jacobs and
Mr. Yanagi disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein, if any.





(4)

This information is as of February 1, 2019 for Mr. Yorio, the date on which his employment ended.





(5)

Includes the following number of shares of Common Stock that may be acquired within 60 days of March 25,
2020, which consists solely of stock options: Mr. Bohr – 98,875 shares; Mr. Baehler – 40,250 shares; and all executive officers and directors as a group – 139,125.






(6)

Based on Amendment No. 5 to Schedule 13D filed with the SEC on January 6, 2020, the parties
beneficially owned and had sole voting and dispositive power over 794,922 shares of Common Stock. According to the filing, the shares of Common Stock covered by the report are held in accounts over which Zazove Associates, LLC has discretionary
authority. Zazove Associates, Inc. is the managing member of Zazove Associates, LLC, and Mr. Pretti is a control person of Zazove Associates, Inc. and CEO and senior portfolio manager of Zazove Associates, LLC.





(7)

Based on Amendment No. 2 to Schedule 13G filed with the SEC on February 14, 2019, the parties
had shared voting and dispositive power over 444,269 shares of Common Stock.





(8)

Based on Amendment No. 2 to Schedule 13G filed with the SEC on February 13, 2018, the party
beneficially owned and had sole voting and dispositive power over 396,032 shares of Common Stock.





(9)

Based on Amendment No. 7 to Schedule 13G filed with the SEC on February 14, 2020, the parties
had shared voting and dispositive power over 563,441 shares of Common Stock. Anson Funds Management LP, a Texas limited partnership (“Anson”), and Anson Advisors Inc., an Ontario, Canada corporation (“Anson Advisors”), serve as co-investment advisors to private funds that hold the shares of Common Stock. As the general partner of Anson, Anson Management GP LLC, a Texas limited liability company (“Anson GP”), may direct the vote
and disposition of the 563,441 shares of Common Stock held by the funds. As the principal of Anson and Anson GP, Mr. Winson may direct the vote and disposition of the 563,441 shares of Common Stock held by the funds. As directors of Anson
Advisors, Mr. Kassam and Mr. Nathoo may each direct the vote and disposition of the 563,441 shares of Common Stock held by the funds.





(10)

Based on Scheduled 13D filed with the SEC on May 1, 2020, the parties had shared voting and
dispositive power over 1,559,674 shares of Common Stock. The Schedule 13D was filed by The TCW Group, Inc., on behalf of itself and its direct and indirect subsidiaries, which collectively constitute The TCW Group, Inc. business unit.




The following table sets forth certain information as of December 28, 2019 regarding
shares of our Common Stock outstanding and available for issuance under our 2014 Incentive Plan. Under the 2014 Incentive Plan, we may grant stock options and other awards from time to time to directors, employees, and consultants of the Company and
its subsidiaries. However, the Company does not intend to make any further issuances under the 2014 Incentive Plan, and accordingly, the Company has filed post-effective amendments to its Registration Statements on
Form S-8 related to the 2014 Incentive Plan to deregister all shares that were registered and which remain unissued related to the 2014 Incentive Plan.


EQUITY COMPENSATION PLAN INFORMATION

 


















































Plan Category

   (a)
Number of Securities to be
Issued Upon Exercise of
Outstanding Options,
Warrants and Rights
    (b)
Weighted-Average

Exercise Price of
Outstanding Options,
Warrants and Rights
     (c)
Number of Securities Remaining
Available for Future Issuance
Under Equity Compensation
Plans (Excluding
Securities
Reflected in First Column)
 

Equity compensation plans approved by security holders (1).

     346,034 (2)   $ 18.57       
1,354,426
 

Equity compensation plans not approved by security holders

     —         —          —    

 





1)

Subject to adjustments required under the Plan, the aggregate number of shares of Common Stock that may be
issued under the Plan pursuant to the exercise of options, including ISOs and NSOs, the payment of incentive bonuses, the grant of restricted stock, and pursuant to the settlement of RSUs, is 1,750,000 shares of Common Stock. No individual will be
eligible to receive during any calendar year (a) options for more than an aggregate of 350,000 shares or (b) more than 175,000 shares of restricted stock and RSUs in the aggregate that are subject to vesting based on qualifying performance
criteria. Additionally, School Specialty will issue no more than 1,750,000 shares subject to ISOs under the Plan.





2)

Amount consists of 285,250 options outstanding and 60,784 RSUs outstanding. The weighted-average exercise price
in column (b) does not take the awards of RSUs into account. Awards of RSUs will vest in accordance with footnote 13 to the Outstanding Equity Awards at Fiscal Year End table.


Item 13. Certain Relationships and Related Transactions, and Director Independence


RELATED PARTY TRANSACTIONS


The Board of Directors, or the Audit Committee if requested by the Board of Directors, reviews and approves all related party transactions
with directors, executive officers, persons that are beneficial owners of more than 5% of the Common Stock (“5% Holders”), members of their family and persons or entities affiliated with any of them. While the Amended and Restated
Certificate of Incorporation and Bylaws do not provide specific procedures as to the review of related party transactions, the Board requires management to present to the Board the details of any such transactions. Any such related party
transactions would be reviewed and evaluated by the Board members based on the specific facts and circumstances of each transaction.

In
connection Mr. Buenzow’s appointment as Interim Chief Executive Officer, the Company entered into a letter agreement (the “Engagement Agreement”) with FTI. Pursuant to the Engagement Agreement, the Company has agreed to
compensate FTI on an hourly basis for Mr. Buenzow’s services at a rate of approximately $160,000 per month. The Engagement Agreement also includes an additional incentive fee based upon the Company’s adjusted





EBITDA performance. In addition, the Company has agreed to reimburse FTI for reasonable expenses incurred on the Company’s behalf. The Company paid FTI $1,761,045 pursuant to the Engagement
Agreement for the Interim CEO in fiscal 2019 and approximately $631,707 in year-to-date fiscal 2020. The Company also paid FTI $1,083,866 for services related to financial analysis related to the debt restructuring and investor communication
services in fiscal 2019, and approximately $303,717 in year-to-date fiscal 2020.

Item 14. Principal Accountant Fees and Services.

Fees Paid to Grant Thornton. The following table presents fees for audit services rendered by Grant Thornton for the audit of the
Company’s annual consolidated financial statements for fiscal 2018 and fiscal 2019 and fees billed by Grant Thornton for other services rendered:

 






















































































Type of Fees

   Fiscal 2018      Fiscal 2019  

Audit Fees

   $ 596,740      $ 540,360  

Audit-Related Fees

     —          —    

Tax Fees

     59,765        59,590  

All Other Fees

     —          —    
  

 

 

    

 

 

 

Total

   $ 656,505      $ 599,950  
  

 

 

    

In the above table, “audit fees” are fees the Company paid Grant Thornton for professional services
for the audit of the Company’s consolidated financial statements included in its annual report on Form 10-K and the review of financial statements included in its quarterly reports on Form 10-Q, or for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements. “Audit-related fees” are fees billed by Grant Thornton for
assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements. “Tax fees” are fees for tax compliance, tax advice and tax planning.


The Audit Committee pre-approves all audit and non-audit work,
including tax compliance and tax consulting, performed by Grant Thornton.

In performing all of the functions described above, the Audit
Committee acts only in an oversight capacity. In its oversight role, the Audit Committee relies on the work and assurances of the Company’s management, which has the primary responsibility for the Company’s financial statements and reports
and internal control over financial reporting, and of the independent auditors, who, in their report, express an opinion on the conformity of the Company’s annual financial statements to accounting principles generally accepted in the United
States.




PART IV


Item 15. Exhibits.

 






  (a)

Documents filed as part of this report:


3. Exhibits

The exhibit
list in the Index to Exhibits is incorporated herein by reference as the list of exhibits required as part of this report.




SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, on May 19, 2020.

 
























SCHOOL SPECIALTY, INC.
By:   /s/ Michael Buenzow
  Michael Buenzow
  Interim Chief Executive Officer
  (Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following
persons on behalf of the registrant and in the capacities and on the dates indicated below.

 






























Name

  

Title

 

Date

/s/ Michael Buenzow


Michael Buenzow

   Interim Chief Executive Officer
(Principal Executive Officer)
  May 19, 2020

/s/ Kevin L. Baehler


Kevin L. Baehler

   Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
  May 19, 2020

Directors: Gus D. Halas, Justin Lu, Justin Jacobs, Andrew E. Schultz, and Eric Yanagi.


 















By:   /s/ Kevin L. Baehler
  Kevin L. Baehler
  As Attorney-In-Fact*

 





*

Pursuant to the powers of attorney granted on the signature page to the Annual Report on Form 10-K for the year end December 28, 2019.




INDEX TO EXHIBITS


 

































































































Exhibit

Number

  

Document Description

  3.1    Amended and Restated Certificate of Incorporation of School Specialty, Inc., (complete copy, as Amended through August 
15, 2017) as filed on November 8, 2017, incorporated herein by reference to Exhibit 3.1(a) to School Specialty, Inc.’s Quarterly Report on Form 10-Q for the period ended September 30, 2017.
  3.2    Amended and Restated Bylaws dated July 
9, 2014, incorporated herein by reference to Exhibit 3.1(a) of School Specialty, Inc., Current Report on Form 8-K filed July 15, 2014.
  4.1    Warrant to Purchase Common Stock, incorporated herein by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, dated December 31, 2019.
  4.2    Description of Registrant’s Securities, incorporated herein by reference to Exhibit 4.2 of School Specialty, Inc.’s Annual Report on
Form 10-K for the period ended December 28, 2019.
10.3    Loan Agreement, dated June 
11, 2013, by and among School Specialty, Inc. and certain of its subsidiaries, as borrowers, certain lenders party thereto, and Bank of America, N.A. as agent, incorporated herein by reference to Exhibit 10.39 of School Specialty, Inc.’s Annual Report
on Form 10-K for the period ended April 27, 2013.
10.10*    Amended and Restated Employment Agreement between Joseph M. Yorio and School Specialty, Inc., dated March 
23, 2016, incorporated herein by reference to Exhibit 10.1 of School Specialty, Inc.’s Current Report on Form 8-K dated March 23, 2016.
10.11*    Amended and Restated Stock Option Agreement between Joseph M. Yorio and School Specialty, Inc., dated March 
23, 2016, incorporated herein by reference to Exhibit 10.2 of School Specialty, Inc.’s Current Report on Form 8-K dated March 23, 2016.
10.12*    School Specialty, Inc. 2014 Incentive Plan, as amended, incorporated by reference to Exhibit 10.1 of School Specialty’s Quarterly Report
on Form 10-Q for the quarter ended June 30, 2018.
10.13*    Form of Executive Stock Option Agreement, incorporated by reference to Exhibit 10.1 of School Specialty’s Current Report on Form 8-K dated May 27, 2014.
10.14*    Form of Director Stock Appreciation Right Agreement, incorporated by reference to Exhibit 10.1 of School Specialty’s Current Report on Form 8-K dated May 29, 2014.
10.17    First Amendment, Consent and Limited Waiver to Loan Agreement among School Specialty, Inc., and certain of its subsidiaries, Bank of America, N.A.,
SunTrust Bank and Bank of Montreal, as lenders, and Bank of America, N.A. as agent for the lender, incorporated by reference to Exhibit 10.1 of School Specialty, Inc.’s Current Report on Form 8-K dated
October 31, 2014.
10.19*    Employment Agreement between School Specialty, Inc. and Ryan Bohr, dated as of October 
27, 2014, incorporated herein by reference to Exhibit 10.1 of School Specialty, Inc.’s Current Report on Form 8-K dated October 27, 2014.
10.20*    Stock Option Agreement by and between School Specialty, Inc. and Ryan Bohr, dated as of October 
27, 2014, incorporated herein by reference to Exhibit 10.2 of School Specialty, Inc.’s Current Report on Form 8-K dated October 27, 2014.

























































































Exhibit

Number

  

Document Description

10.24    Second Amendment to Loan Agreement among the Company, certain of its subsidiaries, Bank of America, N.A. and Bank of Montreal, as lenders, and Bank
of America, N.A., as agent for the lenders, incorporated by reference to the Company’s Current Report on Form 8-K dated September 16, 2015.
10.26    Loan Agreement, dated as of April 
7, 2017, by and between School Specialty, Inc., as borrower, certain of its subsidiaries, as guarantors, the financial parties party thereto, as lenders, and TCW Asset Management Company, LLC, as agent, incorporated by reference to School Specialty, Inc.’s
Current Report on Form 8-K dated April 13, 2017.
10.27    Guarantee and Collateral Agreement, dated as of April 
7, 2017, among School Specialty, Inc., the guarantors party thereto, and TCW Asset Management Company, LLC, as agent, incorporated by reference to School Specialty, Inc.’s Current Report on Form 8-K dated April 13,
2017.
10.28    Third Amendment, dated as of April 
7, 2017, to the Loan Agreement among School Specialty, Inc. and certain of its subsidiaries, as borrowers, Bank of America, N.A. and Bank of Montreal, as lenders, Bank of Montreal as syndication agent, and Bank of America, N.A., as agent for the lenders,
incorporated by reference to School Specialty, Inc.’s Current Report on Form 8-K dated April 13, 2017.
10.29    Amended and Restated Guarantee and Collateral Agreement, dated April 
7, 2017, amending and restating the Guarantee and Collateral Agreement, dated as of June 
11, 2013, among School Specialty, Inc., the guarantors party thereto and Bank of America, N.A., as agent, incorporated by reference to School Specialty, Inc.’s Current Report on Form 8-K dated April 
13, 2017.
10.30*    Form of Restricted Stock Unit Award Agreement under the 2014 Incentive Plan of School Specialty, Inc., incorporated by reference to Exhibit 10.3 of
School Specialty, Inc.’s Current Report on Form 8-K dated March 23, 2016.
10.31*    Form of 2016 Incentive Bonus Agreement under the 2014 Incentive Plan of School Specialty, Inc., incorporated by reference to Exhibit 10.4 of
School Specialty, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 26, 2016.
10.33*    Employment Agreement between School Specialty, Inc. and Kevin L. Baehler, dated as of October 
12, 2016, incorporated herein by reference to Exhibit 10.2 of School Specialty, Inc.’s Current Report on Form 8-K dated October 12, 2016.
10.34*    Form of Executive Restricted Stock Unit Agreement under the School Specialty, Inc. 2014 Incentive Plan, as amended, incorporated by reference
to Exhibit 10.2 of School Specialty’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018.
10.35*    Form of Director Restricted Stock Unit Agreement under the School Specialty, Inc 2014 Incentive Plan, as amended, incorporated by reference to
Exhibit 10.2 of School Specialty’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018.
10.36*    First Amendment dated as of August 9, 2018 to the Loan Agreement, dated as of April 
7, 2017, by and between School Specialty, Inc., as borrower, certain of its subsidiaries, as guarantors, the financial parties party thereto, as lenders, and TCW Asset Management Company, LLC, as agent, incorporated by reference to Exhibit 10.1 of School
Specialty’s Quarterly Report on Form 10-Q for the quarter ended September 29, 2018.
10.37*    Fourth Amendment, dated as of August 
9, 2018, to the Loan Agreement among School Specialty, Inc. and certain of its subsidiaries, as borrowers, Bank of America, N.A. and Bank of Montreal, as lenders, Bank of Montreal as syndication agent, and Bank of America, N.A., as agent for the lenders,
incorporated by reference to Exhibit 10.1 of School Specialty’s Quarterly Report on Form 10-Q for the quarter ended September 29, 2018.




































































Exhibit

Number

  

Document Description

10.38*    Second Amendment, dated as of November 7, 2018, to the Loan Agreement, dated as of April 
7, 2017, by and among School Specialty, Inc., as borrower, certain of its subsidiaries, as guarantors, the financial parties thereto, as lenders, and TCW Asset Management Company, LLC, as agent, incorporated by reference to School Specialty’s Current
Report on Form 8-K dated November 7, 2018.
10.39*    Fifth Amendment, dated as of November 7, 2018, to the Loan Agreement dated as of June 
11, 2013, by and among School Specialty, Inc. and certain of its subsidiaries, as borrowers, Bank of America, N.A. and Bank of Montreal, as lenders, Bank of Montreal as syndication agent, and Bank of America, N.A., as agent for the lenders, incorporated
by reference to School Specialty’s Current Report on Form 8-K dated November 7, 2018.
10.40    Third Amendment, dated as of March 
13, 2019, to the Loan Agreement, dated as of April 7, 2017, by and among School Specialty, Inc., as borrower, certain of its subsidiaries, as guarantors, the financial parties thereto, as lenders, and TCW Asset Management Company, LLC, as agent, incorporated
herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, dated March 13, 2019.
10.41    Sixth Amendment, dated as of March 
13, 2019, to the Loan Agreement dated as of June 11, 2013, by and among School Specialty, Inc. and certain of its subsidiaries, as borrowers, Bank of America, N.A. and Bank of Montreal, as lenders, Bank of Montreal as syndication agent, and Bank of America,
N.A., as agent for the lenders, incorporated herein by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, dated March 13, 2019.
10.42*    Resignation and General Release Agreement, dated February 
1, 2019, between the Company and Joseph M. Yorio, incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, dated February 1, 2019.
10.43*    Engagement Agreement, dated February 
1, 2019, between the Company and FTI Consulting, Inc., incorporated herein by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, dated February 1, 2019.
10.44    Fourth Amendment, dated as of October 28, 2019, to the Loan Agreement, dated as of April 
7, 2017, by and among School Specialty, Inc., as borrower, certain of its subsidiaries, as guarantors, the financial parties thereto, as lenders, and TCW Asset Management Company, LLC, as agent, incorporated herein by reference to Exhibit 10.1 of the Company’s
Quarterly Report on Form 10-Q for the quarter ended September 28, 2019.
10.45    Seventh Amendment, dated as of October 
28, 2019, to the Loan Agreement dated as of June 11, 2013, by and among School Specialty, Inc. and certain of its subsidiaries, as borrowers, Bank of America, N.A. and Bank of Montreal, as lenders, and Bank of America, N.A., as agent for the lenders, incorporated
herein by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 28, 2019.
10.46    Fifth Amendment, dated as of November 22, 2019, to the Loan Agreement, dated as of April 
7, 2017, by and among School Specialty, Inc., as borrower, certain of its subsidiaries, as guarantors, the financial parties thereto, as lenders, and TCW Asset Management Company, LLC, as agent, incorporated herein by reference to Exhibit 10.1 of the Company’s
Current Report on Form 8-K, dated December 2, 2019.
































































































Exhibit

Number

  

Document Description

10.47    Eighth Amendment, dated as of November 22, 2019, to the Loan Agreement dated as of June 
11, 2013, by and among School Specialty, Inc. and certain of its subsidiaries, as borrowers, Bank of America, N.A. and Bank of Montreal, as lenders, Bank of Montreal as syndication agent, and Bank of America, N.A., as agent for the lenders, incorporated
herein by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, dated December 2, 2019.
10.48    First Amendment to Guarantee and Collateral Agreement, dated as of November 
22, 2019, by and among School Specialty, Inc., as borrower, certain of its subsidiaries, as guarantors, and TCW Asset Management Company, LLC, as agent, incorporated herein by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K, dated December 2, 2019.
10.49    First Amendment to Amended and Restated Guarantee and Collateral Agreement, dated as of November 
22, 2019, by and among School Specialty, Inc. as a borrower, certain of its subsidiaries, as borrowers and guarantors, and Bank of America, N.A., as agent, incorporated herein by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K, dated December 2, 2019.
10.50    Third Lien Security Agreement, dated January 
6, 2020, by and among School Specialty, Inc., certain of its subsidiaries, and U.S. Bank National Association, as agent, incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K,
dated January 6, 2020.
10.51    Third Lien Intercreditor Agreement, dated January 
6, 2020, by and among School Specialty, Inc., TCW Asset Management Company LLC, Bank of America, N.A., and U.S. Bank National Association, incorporated herein by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, dated January 6, 2020.
10.52    Sixth Amendment to Loan Agreement and Forbearance Agreement, dated as of January 
10, 2020, among the Company, as borrower, certain of its subsidiaries, as guarantors, the financial institutions party thereto, as lenders and TCW Asset Management Company LLC, as the agent, incorporated herein by reference to Exhibit 10.1 of the Company’s
Current Report on Form 8-K, dated January 22, 2020.
10.53    Ninth Amendment to Loan Agreement and Forbearance Agreement, dated as of January 
10, 2020, among the Company, certain of its subsidiary borrowers, Bank of America, N.A. and Bank of Montreal as lenders, and Bank of America, N.A., as agent for the lenders, incorporated herein by reference to Exhibit 10.2 of the Company’s Current
Report on Form 8-K, dated January 22, 2020.
14.1    School Specialty, Inc. Code of Business Conduct/Ethics dated February 
17, 2004, incorporated herein by reference to Exhibit 14.1 of School Specialty, Inc.’s Annual Report on Form 10-K for the period ended April 24, 2004.
21.1    Subsidiaries of School Specialty, Inc, incorporated herein by reference to Exhibit 21.1 of School Specialty, Inc.’s Annual Report on Form
10-K for the period ended December 28, 2019.
31.1    Rule13a-14(a)/15d-14(a) Certification, by Chief Executive Officer.
31.2    Rule13a-14(a)/15d-14(a) Certification, by Chief Financial Officer.
32.1    Section 
1350 Certification by Chief Executive Officer, incorporated herein by reference to Exhibit 32.1 of School Specialty, Inc.’s Annual Report on Form 10-K for the period ended December 28, 2019.
32.2    Section 
1350 Certification by Chief Financial Officer, incorporated herein by reference to Exhibit 32.2 of School Specialty, Inc.’s Annual Report on Form 10-K for the period ended December 28, 2019.


EX-31.1


EXHIBIT 31.1


CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES OXLEY ACT OF 2002


CERTIFICATION

I, Michael Buenzow, certify
that:

 





1.

I have reviewed this Amendment No. 1 to the annual report on Form
10-K/A of School Specialty, Inc.;

 





2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


 


























Date: May 19, 2020    

/s/ Michael Buenzow

    Michael Buenzow
   

Interim Chief Executive Officer

(Principal
Executive Officer)


EX-31.2


EXHIBIT 31.2


CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES OXLEY ACT OF 2002


CERTIFICATION

I, Kevin L. Baehler,
certify that:

 





1.

I have reviewed this Amendment No. 1 to the annual report on Form
10-K/A of School Specialty, Inc.;

 





2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


 


























Date: May 19, 2020    

/s/ Kevin L. Baehler

    Kevin L. Baehler
   

Executive Vice President and Chief Financial Officer


(Principal Financial Officer)