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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to CSS Industries, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| March 16, 2020 |
CSS / CSS Industries, Inc. 15-12B - - 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 005-18240 CSS INDUSTRIES, INC. (Exact name of registrant as specified in its |
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| March 10, 2020 |
CSS / CSS Industries, Inc. S-8 POS - - S-8 POS As filed with the Securities and Exchange Commission on March 10, 2020 Registration No. |
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| March 10, 2020 |
CSS / CSS Industries, Inc. S-8 POS - - S-8 POS As filed with the Securities and Exchange Commission on March 10, 2020 Registration No. |
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| March 10, 2020 |
CSS / CSS Industries, Inc. S-8 POS - - S-8 POS As filed with the Securities and Exchange Commission on March 10, 2020 Registration No. |
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| March 10, 2020 |
CSS / CSS Industries, Inc. S-8 POS - - S-8 POS As filed with the Securities and Exchange Commission on March 10, 2020 Registration No. |
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| March 10, 2020 |
CSS / CSS Industries, Inc. POS AM - - POS AM As filed with the Securities and Exchange Commission on March 10, 2020 Registration No. |
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| March 4, 2020 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on March 16, 2020, pursuant to the provisions of Rule 12d2-2 (a). |
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| March 3, 2020 |
CSS / CSS Industries, Inc. / Ribs Capital, Llc - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* CSS Industries, Inc. (Name of Issuer) Common Stock, $0.10 par value (Title of Class of Securities) 125906107 (CUSIP Number) Richard A. Bernstein Andrew D. Siegel Ribs Capital, LLC 18 Rockledge Road Rye, New York 10580 914-305-3190 (Name, Address and Tele |
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| March 3, 2020 |
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) EXHIBIT 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of an Amendment to the Statement on Schedule 13D with respect to the Common Stock of CSS Industries, Inc. This Joint Filing Agreement may be executed in any number of counterparts, each of which s |
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| March 2, 2020 |
CSS / CSS Industries, Inc. SC TO-T/A - - FORM SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 4) CSS Industries, Inc. (Name of Subject Company (Issuer)) Tom Merger Sub Inc. (Offeror) IG Design Group Americas, Inc. (Direct Parent of Offeror) IG Design Group Plc (Indirect Parent of Offeror) (Names o |
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| March 2, 2020 |
IG Design Group plc ("Design Group", the "Company" or the "Group") Results of Tender Offer Process Exhibit (a)(5)(c) THIS ANNOUNCEMENT (THE "ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, THE REPUBLIC OF IRELAND, SWITZERLAND, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. |
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| March 2, 2020 |
CSS / CSS Industries, Inc. SC 14D9/A - - SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) (Amendment No. 5) Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 CSS Industries, Inc. (Name of Subject Company) CSS Industries, Inc. (Name of Person(s) Filing Statement) Common Stock, par value $0.10 per share (Title of Class of Securities) 1259 |
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| February 19, 2020 |
Exhibit (a)(5)(M) CSS INDUSTRIES, INC. TRANSCRIPT OF VIDEO PRESENTATION TO CSS EMPLOYEES February 19, 2020 INTRO SLIDE/SLIDE ONE Hello, this is Chris Munyan and this message is a follow up from the Waggl survey launched in January. First, I want to thank all of you who participated. I know the announcement that IG Design Group (which we will refer to as “DG” through this message) and CSS entered i |
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| February 19, 2020 |
CSS / CSS Industries, Inc. SC 14D9/A - - SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) (Amendment No. 4) Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 CSS Industries, Inc. (Name of Subject Company) CSS Industries, Inc. (Name of Person(s) Filing Statement) Common Stock, par value $0.10 per share (Title of Class of Securities) 1259 |
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| February 19, 2020 |
waggl survey results January 2020 Exhibit (a)(5)(N) waggl survey results January 2020 Biggest questions “What is your biggest question about the anticipated merger”? Job security Benefits Pay Clarity around “DG has agreed for the first year after the transaction closes to provide annual base salary or wage levels and employee benefits that are, in the aggregate, no less favorable than those provided by CSS on January 20, 2020, the |
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| February 18, 2020 |
CSS / CSS Industries, Inc. SC 14D9/A - - SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) (Amendment No. 3) Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 CSS Industries, Inc. (Name of Subject Company) CSS Industries, Inc. (Name of Person(s) Filing Statement) Common Stock, par value $0.10 per share (Title of Class of Securities) 1259 |
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| February 18, 2020 |
CSS / CSS Industries, Inc. SC TO-T/A - - SC TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) CSS Industries, Inc. (Name of Subject Company (Issuer)) Tom Merger Sub Inc. (Offeror) IG Design Group Americas, Inc. (Direct Parent of Offeror) IG Design Group Plc (Indirect Parent of Offeror) (Names o |
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| February 14, 2020 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 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 numbe |
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| February 12, 2020 |
CSS / CSS Industries, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 19)* CSS INDUSTRIES INC (Name of Issuer) Common Stock (Title of Class of Securities) 125906107 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch |
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| February 11, 2020 |
Exhibit (a)(5)(K) UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK : ADRIENNE HALBERSTAM, Plaintiff, v. |
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| February 11, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) CSS Industries, Inc. (Name of Subject Company (Issuer)) Tom Merger Sub Inc. (Offeror) IG Design Group Americas, Inc. (Direct Parent of Offeror) IG Design Group Plc (Indirect Parent of Offeror) (Names o |
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| February 11, 2020 |
CSS / CSS Industries, Inc. SC 14D9/A - - SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) (Amendment No. 2) Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 CSS Industries, Inc. (Name of Subject Company) CSS Industries, Inc. (Name of Person(s) Filing Statement) Common Stock, par value $0.10 per share (Title of Class of Securities) 1259 |
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| February 11, 2020 |
CSS / CSS Industries, Inc. / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: CSS Industries Inc Title of Class of Securities: Common Stock CUSIP Number: 125906107 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b) ☐ Rule |
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| February 11, 2020 |
UNITED STATES DISTRICT COURT DISTRICT OF DELAWARE Exhibit (a)(5)(L) UNITED STATES DISTRICT COURT DISTRICT OF DELAWARE JOSEPH POST, Individually and On Behalf of All Others Similarly Situated, Plaintiff, v. |
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| February 4, 2020 |
UNITED STATES DISTRICT COURT DISTRICT OF DELAWARE Exhibit 99.(a)(5)(J) UNITED STATES DISTRICT COURT DISTRICT OF DELAWARE SHIVA STEIN, Plaintiff, v. CSS INDUSTRIES, INC., REBECCA C. MATTHIAS, PHILIP R. BROENNIMAN, STEPHEN P. CRANE, ELAM M. HITCHNER, III, MELISSA LUDWIG, HARRY J. MULLANY, III, CHRISTOPHER J. MUNYAN, WILLIAM RULON-MILLER, and DAVID SILVER, Defendants. : : : : : : : : : : : : : : : : Case No. COMPLAINT FOR VIOLATIONS OF SECTIONS 14(e |
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| February 4, 2020 |
CSS / CSS Industries, Inc. SC TO-T/A - - SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) CSS Industries, Inc. (Name of Subject Company (Issuer)) Tom Merger Sub Inc. (Offeror) IG Design Group Americas, Inc. (Direct Parent of Offeror) IG Design Group Plc (Indirect Parent of Offeror) (Names o |
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| February 4, 2020 |
CSS / CSS Industries, Inc. SC 14D9/A - - SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) (Amendment No. 1) Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 CSS Industries, Inc. (Name of Subject Company) CSS Industries, Inc. (Name of Person(s) Filing Statement) Common Stock, par value $0.10 per share (Title of Class of Securities) 1259 |
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| January 31, 2020 |
Exhibit (a)(1)(F) New York Times—7.65” x 21” 1175 MacKenzie Partners, Inc. MayaType LLC (203) 659-0088 Description: IG Design Group PLC Tender Offer File: 1175-IGDesign 01/30/2020 Proof 5 4 This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below), and the provisions herein are subject in their entireties to the provisions of the Offer (as d |
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| January 31, 2020 |
EX-99.(A)(5)(B) 9 a2240634zex-99a5b.htm EX-99.(A)(5)(B) Exhibit (a)(5)(B) Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[***]” and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission. Confidential Dated 20 January 2020 IG DESIGN GROUP PLC and CANACCORD GENUITY LI |
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| January 31, 2020 |
EX-99.(D)(2) 10 a2240634zex-99d2.htm EX-99.(D)(2) Exhibit 99.(d)(2) December 7, 2018 Mr. Paul Fineman Chief Executive Officer 7 Water End Barns Water End Eversholt Dear Paul: In order to evaluate a possible strategic transaction, (the “Potential Transaction”) CSS Industries, Inc., and/or its affiliates and subsidiaries, and IG Design Group PLC, and/or its affiliates and subsidiaries, each will be |
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| January 31, 2020 |
EX-99.2 3 tv537388ex99-2.htm EXHIBIT 99.2 EXHIBIT 99.2 LETTER TO CSS INDUSTRIES, INC. Ribs Capital, LLC 18 Rockledge Road Rye, New York 10580 January 30, 2020 VIA ELECTRONIC MAIL AND OVERNIGHT DELIVERY CSS Industries, Inc. Attention: William G. Kiesling 450 Plymouth Road, Suite 300 Plymouth Meeting, Pennsylvania 19462 RE: Demand for Inspection of Books and Records Pursuant to 8 Del. C. § 220 Dear |
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| January 31, 2020 |
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) EXHIBIT 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of an Amendment to the Statement on Schedule 13D with respect to the Common Stock of CSS Industries, Inc. This Joint Filing Agreement may be executed in any number of counterparts, each of which s |
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| January 31, 2020 |
Exhibit (a)(1)(d) Offer to Purchase for Cash All Outstanding Shares of Common Stock of CSS Industries, Inc. |
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| January 31, 2020 |
Exhibit (a)(5)(A) THIS ANNOUNCEMENT (THE “ANNOUNCEMENT”) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, THE REPUBLIC OF IRELAND, SWITZERLAND, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. |
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| January 31, 2020 |
QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(c) Notice of Guaranteed Delivery for Offer to Purchase for Cash All Outstanding Shares of Common Stock of CSS Industries, Inc. |
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| January 31, 2020 |
CSS / CSS Industries, Inc. / Ribs Capital, Llc - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* CSS Industries, Inc. (Name of Issuer) Common Stock, $0.10 par value (Title of Class of Securities) 125906107 (CUSIP Number) Richard A. Bernstein Andrew D. Siegel Ribs Capital, LLC 18 Rockledge Road Rye, New York 10580 914-305-3190 (Name, Address and Tele |
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| January 31, 2020 |
EX-99.(A)(1)(A) 2 a2240634zex-99a1a.htm EX-99.(A)(1)(A) QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(a) Offer to Purchase for Cash All Outstanding Shares of Common Stock of CSS INDUSTRIES, INC. at $9.40 Net Per Share by TOM MERGER SUB INC., a direct wholly owned subsidiary of IG DESIGN GROUP AMERICAS, INC., a direct and wholly owned subsidiary of IG DESIGN GROUP |
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| January 31, 2020 |
CSS / CSS Industries, Inc. SC TO-T - - SC TO-T QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| January 31, 2020 |
Exhibit (a)(1)(e) Offer to Purchase for Cash All Outstanding Shares of Common Stock of CSS Industries, Inc. |
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| January 31, 2020 |
Exhibit 99.(d)(3) AMENDMENT This AMENDMENT (this “Amendment”) is made as of October 31, 2019, by and between CSS Industries, Inc. (the “Company”) and IG Design Group PLC (“IG”), and amends that certain letter agreement, dated December 7, 2018, by and between the Company and IG (the “Original Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to su |
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| January 31, 2020 |
CSS / CSS Industries, Inc. SC 14D9 - - SC 14D9 Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| January 31, 2020 |
QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(b) THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION Letter of Transmittal to Tender Shares of Common Stock of CSS Industries, Inc. |
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| January 23, 2020 |
CSS / CSS Industries, Inc. SC14D9C - - SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 CSS Industries, Inc. (Name of Subject Company) CSS Industries, Inc. (Name of Person(s) Filing Statement) Common Stock, par value $0.10 per share (Title of Class of Securities) 125906107 (CUSIP Numbe |
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| January 23, 2020 |
The following email was sent to employees of CSS Industries, Inc. and its subsidiaries: Exhibit 99.1 The following email was sent to employees of CSS Industries, Inc. and its subsidiaries: PLEASE DO NOT FORWARD THIS MESSAGE CSS employees: Please see attached a copy of CSS’ press release relating to Monday’s exciting announcement, plus links to the CSS video announcement and to a video message from Paul Fineman, CEO of Design Group. Please use your CSS email to gain access to both vid |
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| January 21, 2020 |
Employee Q&A of IG Design Group Plc dated January 20, 2020. Exhibit 99.3 AGREEMENT TO ACQUIRE CSS INDUSTRIES, INC. EMPLOYEE Q&A 20 January 2020 ANNOUNCEMENT HIGHLIGHTS § We are delighted to announce that we have entered into an agreement to acquire CSS Industries, Inc. (“CSS”), a US based designer and manufacturer of craft, seasonal and gift products § The acquisition will bring together DG, as the global leader in gift packaging, with a major supplier of |
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| January 21, 2020 |
Exhibit 99.2 Business update January 2020 CHRIS MUNYAN President and CEO IG Design Group (DG) and CSS entered into merger agreement Tender by at least 51% of stockholders required and expected by end of March Until completed, it’s business as usual Exciting opportunity to join forces What’s Happening Strong cultural fit Vision, values and culture align Strategies for future growth align Expanding |
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| January 21, 2020 |
CSS / CSS Industries, Inc. SC14D9C - - SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 CSS Industries, Inc. (Name of Subject Company) CSS Industries, Inc. (Name of Person(s) Filing Statement) Common Stock, par value $0.10 per share (Title of Class of Securities) 125906107 (CUSIP Numbe |
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| January 21, 2020 |
Exhibit 2.1 Agreement and Plan of Merger Dated as of January 20, 2020 By and Among CSS Industries, Inc., IG Design Group Plc, IG Design Group Americas, Inc., and TOM MERGER SUB INC. TABLE OF CONTENTS ARTICLE I DEFINED TERMS 2 Section 1.01 Definitions 2 ARTICLE II THE OFFER AND THE MERGER 2 Section 2.01 The Offer 2 Section 2.02 Company Actions 6 Section 2.03 The Merger 7 Section 2.04 Closing; Merge |
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| January 21, 2020 |
Exhibit 99.5 The following letter and/or email was sent to vendors of CSS Industries, Inc. and its subsidiaries and affiliates: Dear (Vendor), On Monday, January 20, 2020, CSS Industries, Inc. (“CSS”) announced that IG Design Group plc (“Design Group”), the world’s largest producer and supplier of consumer gift packaging and a major player in the broader celebrations and gift products business, an |
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| January 21, 2020 |
CSS INDUSTRIES ANNOUNCES ACQUISITION BY IG DESIGN GROUP PLC Exhibit 99.1 FOR IMMEDIATE RELEASE WILLIAM G. KIESLING – SENIOR VICE PRESIDENT – GENERAL COUNSEL January 20, 2020 610-729-3753 [email protected] CSS INDUSTRIES ANNOUNCES ACQUISITION BY IG DESIGN GROUP PLC PLYMOUTH MEETING, PA, January 20, 2020 - CSS Industries, Inc. (NYSE: CSS), a leading consumer products company serving the craft, gift and seasonal markets, today announces that it |
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| January 21, 2020 |
Exhibit 99.1 CSS INDUSTRIES, INC. TRANSCRIPT OF VIDEO PRESENTATION TO CSS EMPLOYEES JANUARY 20, 2020 [Spoken by Chris Munyan:] Hi. This is Chris Munyan. Thank you all for joining this business update. I have very exciting news to share. Today we have announced that the IG Design Group (which we will refer to as “DG” throughout this video) and CSS have entered into a merger agreement, under which i |
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| January 21, 2020 |
Exhibit 99.4 The following letter and/or email was sent to customers and licensors of CSS Industries, Inc. and its subsidiaries and affiliates: Dear (Customer or Licensor), On Monday, January 20, 2020, CSS Industries, Inc. (“CSS”) announced that IG Design Group plc (“Design Group”), the world’s largest producer and supplier of consumer gift packaging and a major player in the broader celebrations |
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| January 21, 2020 |
Exhibit 2.1 Agreement and Plan of Merger Dated as of January 20, 2020 By and Among CSS Industries, Inc., IG Design Group Plc, IG Design Group Americas, Inc., and TOM MERGER SUB INC. TABLE OF CONTENTS ARTICLE I DEFINED TERMS 2 Section 1.01 Definitions 2 ARTICLE II THE OFFER AND THE MERGER 2 Section 2.01 The Offer 2 Section 2.02 Company Actions 6 Section 2.03 The Merger 7 Section 2.04 Closing; Merge |
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| January 21, 2020 |
CSS / CSS Industries, Inc. / Ribs Capital, Llc - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* CSS Industries, Inc. (Name of Issuer) Common Stock, $0.10 par value (Title of Class of Securities) 125906107 (CUSIP Number) Richard A. Bernstein Andrew D. Siegel Ribs Capital, LLC 18 Rockledge Road Rye, New York 10580 914-305-3190 (Name, Address and Tele |
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| January 21, 2020 |
EX-99.2 3 tv536803ex99-2.htm EXHIBIT 99.2 EXHIBIT 99.2 LETTER TO CSS INDUSTRIES, INC. Ribs Capital, LLC 18 Rockledge Road Rye, New York 10580 January 16, 2020 VIA ELECTRONIC MAIL AND OVERNIGHT DELIVERY CSS Industries, Inc. Attention: William G. Kiesling 450 Plymouth Road, Suite 300 Plymouth Meeting, Pennsylvania 19462 RE: Demand for Inspection of Books and Records Pursuant to 8 Del. C. § 220 Dear |
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| January 21, 2020 |
Exhibit 99.4 TRANSCRIPT OF VIDEO MESSAGE TO CSS EMPLOYEES PAUL FINEMAN GROUP CEO IG DESIGN GROUP Hello I’m Paul Fineman, CEO of IG Design Group and I’m speaking to you from London, UK. I am delighted to share the news that we have announced today - our agreement for Design Group to acquire CSS Industries. By combining Design Group and CSS together, we create an even more compelling portfolio of pr |
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| January 21, 2020 |
Customer, Vendor and Licensor FAQ Exhibit 99.6 Customer, Vendor and Licensor FAQ 1. When will more information about the transaction be available? Design Group will initiate the tender offer process with a public filing of a tender offer document, and CSS will make its own public filing at the same time. Please review these documents for additional background to the transaction. 2. Why sell now? Our Board of Directors has determin |
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| January 21, 2020 |
EX-4.1 3 tm205302d1ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 AMENDMENT TO RIGHTS AGREEMENT This AMENDMENT TO RIGHTS AGREEMENT (this “Amendment”) is made as of January 20, 2020, by and between CSS Industries, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as rights agent (the “Rights Agent”). RECITALS: WHEREAS, the Company is entering into an Agreement and P |
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| January 21, 2020 |
CSS / CSS Industries, Inc. SC TO-C - - SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 CSS Industries, Inc. (Name of Subject Company (Issuer)) Tom Merger Sub Inc. a wholly owned subsidiary of IG Design Group Americas, Inc. a wholly owned subsidiary of IG Design Group Plc (Names of Filing Persons (Offerors |
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| January 21, 2020 |
Media Release of IG Design Group Plc dated January 20, 2020. EX-99.1 3 tm205435d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Media Release Design Group Americas to acquire CSS Industries, Inc. Bringing together the global leader in gift packaging, with the home of creative crafts Atlanta, GA – Jan. 20, 2020 – IG Design Group plc (“Design Group” or the “Group”) today announced that it has entered into a merger agreement pursuant to which it has agreed to acquire CS |
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| January 21, 2020 |
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): January 20, 2020 CSS INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 1-2661 13-1920657 (State or other jurisdiction of incorporation) (Commission File |
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| January 21, 2020 |
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) EXHIBIT 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of an Amendment to the Statement on Schedule 13D with respect to the Common Stock of CSS Industries, Inc. This Joint Filing Agreement may be executed in any number of counterparts, each of which s |
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| January 21, 2020 |
EX-99.3 4 a20-53022ex99d3.htm EX-99.3 Exhibit 99.3 CSS INDUSTRIES, INC. Employee FAQ January 20, 2020 Q&A: GENERAL 1. Chris communicated several times in 2019 that we were not for sale - what changed? Our Board of Directors takes its fiduciary responsibilities to stockholders seriously, and regularly considers and evaluates opportunities to drive stockholder value. After discussions with DG, our B |
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| January 21, 2020 |
Exhibit 99.2 Employee Letter – Group A Message from Paul Fineman, CEO, Design Group plc Dear Colleagues: Today we are delighted to announce that we have entered into an agreement to acquire CSS Industries, Inc., a US based designer and manufacturer of craft, seasonal and gift products. CSS is a long-established business with a number of well-known brands, some of which have origins as far back as |
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| January 16, 2020 |
CSS / CSS Industries, Inc. / HENRY PARTNERS L P - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CSS Industries, Inc. (Name of Issuer) Common Stock, par value $0.10 per share (Title of Class of Securities) 125906107 (CUSIP Number) January 10, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate th |
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| January 13, 2020 |
CSS / CSS Industries, Inc. / SINGER JULIAN D. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 CSS Industries, Inc. (Name of Issuer) COMMON STOCK, $0.10 par value (Title of Class of Securities) 125906107 (CUSIP Number) January 10, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched |
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| January 9, 2020 |
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) EX-99.1 2 tv536158ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of an Amendment to the Statement on Schedule 13D with respect to the Common Stock of CSS Industries, Inc. This Joint Filing Agreement may be executed in a |
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| January 9, 2020 |
CSS / CSS Industries, Inc. / Ribs Capital, Llc - SC 13D/A Activist Investment SC 13D/A 1 tv536158sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* CSS Industries, Inc. (Name of Issuer) Common Stock, $0.10 par value (Title of Class of Securities) 125906107 (CUSIP Number) Richard A. Bernstein Andrew D. Siegel Ribs Capital, LLC 18 Rockledge Road Rye, New York 105 |
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| November 14, 2019 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 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 numb |
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| November 14, 2019 |
Exhibit 99.1 FOR IMMEDIATE RELEASE CHRISTOPHER J. MUNYAN - PRESIDENT AND CHIEF EXECUTIVE OFFICER November 14, 2019 610-729-3740 [email protected] CSS INDUSTRIES REPORTS FISCAL 2020 SECOND QUARTER RESULTS Company reaffirms outlook for fiscal 2020 adjusted EBITDA and free cash flow; Company revises net sales and net income guidance Second Quarter Summary • Net sales of $96.0 million dec |
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| November 14, 2019 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 14, 2019 CSS Industries, Inc. (Exact name of registrant as specified in its charter) Delaware 1-2661 13-1920657 (State or other jurisdiction of incorporation) (Commission Fil |
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| November 12, 2019 |
CSS / CSS Industries, Inc. 8-A12B - - 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 CSS INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 03-1920657 (State of incorporation or organization) (I.R.S. Employer Identification No.) 450 Plymouth Road, Suit |
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| November 12, 2019 |
Exhibit 3.1 CERTIFICATE OF DESIGNATION OF SERIES D JUNIOR PARTICIPATING CLASS 2 PREFERRED STOCK OF CSS INDUSTRIES, INC. (Pursuant to Section 151 of the Delaware General Corporation Law) CSS Industries, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of the Delaware, as amended (the “DGCL”), hereby certifies that, pursuant to the authori |
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| November 12, 2019 |
CSS INDUSTRIES ADOPTS SHORT-TERM STOCKHOLDER RIGHTS PLAN EX-99.1 4 a19-225301ex99d1.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE WILLIAM G. KIESLING — SENIOR VICE PRESIDENT — GENERAL COUNSEL November 11, 2019 610-729-3743 [email protected] CSS INDUSTRIES ADOPTS SHORT-TERM STOCKHOLDER RIGHTS PLAN PLYMOUTH MEETING, PA, November 11, 2019 - CSS Industries, Inc. (NYSE: CSS), a leading consumer products company serving the craft, gift and seas |
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| November 12, 2019 |
Exhibit 4.1 RIGHTS AGREEMENT by and between CSS INDUSTRIES, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent, Dated as of November 11, 2019 TABLE OF CONTENTS Page Section 1. Certain Definitions 1 Section 2. Appointment of the Rights Agent 11 Section 3. Issuance of Rights Certificates 11 Section 4. Form of Rights Certificates 14 Section 5. Countersignature and Registration 15 |
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| November 12, 2019 |
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): November 5, 2019 CSS INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 1-2661 13-1920657 (State or other jurisdiction of incorporation) (Commission File |
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| November 4, 2019 |
CSS / CSS Industries, Inc. / Ribs Capital, Llc - SC 13D/A Activist Investment SC 13D/A 1 tv531691sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* CSS Industries, Inc. (Name of Issuer) Common Stock, $0.10 par value (Title of Class of Securities) 125906107 (CUSIP Number) Richard A. Bernstein Andrew D. Siegel Ribs Capital, LLC 18 Rockledge Road Rye, New York 105 |
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| November 4, 2019 |
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) EX-99.1 2 tv531691ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of an Amendment to the Statement on Schedule 13D with respect to the Common Stock of CSS Industries, Inc. This Joint Filing Agreement may be executed in a |
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| October 21, 2019 |
CSS / CSS Industries, Inc. / Ribs Capital, Llc - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* CSS Industries, Inc. (Name of Issuer) Common Stock, $0.10 par value (Title of Class of Securities) 125906107 (CUSIP Number) Richard A. Bernstein Andrew D. Siegel Ribs Capital, LLC 18 Rockledge Road Rye, New York 10580 914-305-3190 (Name, Address and Telep |
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| October 21, 2019 |
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) EXHIBIT 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of the Statement on Schedule 13D including any amendments thereto with respect to the Common Stock of CSS Industries, Inc. |
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| September 6, 2019 |
8-K 1 a2019-09x06x20198xkannualm.htm 8-K 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): August 30, 2019 CSS Industries, Inc. (Exact name of registrant as specified in its charter) Delaware 1-2661 13-1920657 (State or other jurisdi |
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| August 2, 2019 |
EX-10.5 4 exhibit105.htm EXHIBIT 10.5 Exhibit 10.5 Performance-Based Form (“Net Sales” Performance Grant) CSS INDUSTRIES, INC. 2013 EQUITY COMPENSATION PLAN RESTRICTED STOCK UNIT GRANT This RESTRICTED STOCK UNIT GRANT, dated as of , 20 (the “Date of Grant”), is delivered by CSS Industries, Inc. (the “Company”) to «FirstName» «LastName» (the “Grantee”). RECITALS WHEREAS, the Human Resources Committ |
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| August 2, 2019 |
CSS / CSS Industries, Inc. 10-Q - Quarterly Report - 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 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 number 1- |
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| August 2, 2019 |
CSS Industries, Inc. FY 2020 Management Incentive Program Criteria (filed herewith) Exhibit 10.3 CSS INDUSTRIES, INC. FY2020 Management Incentive Program Criteria CSS Industries, Inc. These FY2020 Management Incentive Program Criteria have been approved by the Human Resources Committee (the “Committee”) of the Board of Directors of CSS Industries, Inc. (“CSS” or the “Company”) in connection with the CSS Industries, Inc. Management Incentive Program (the “Program”). All defined te |
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| August 2, 2019 |
Exhibit 10.4 Performance-Based Form (“Adjusted EBITDA” Performance Grant) CSS INDUSTRIES, INC. 2013 EQUITY COMPENSATION PLAN RESTRICTED STOCK UNIT GRANT This RESTRICTED STOCK UNIT GRANT, dated as of , 20 (the “Date of Grant”), is delivered by CSS Industries, Inc. (the “Company”) to «FirstName» «LastName» (the “Grantee”). RECITALS WHEREAS, the Human Resources Committee of the Board of Directors of |
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| August 1, 2019 |
Exhibit 99.1 FOR IMMEDIATE RELEASE KEITH PFEIL - CHIEF FINANCIAL OFFICER August 1, 2019 610-729-3947 [email protected] CSS INDUSTRIES REPORTS FISCAL 2020 FIRST QUARTER RESULTS Company narrows net sales, adjusted EBITDA and free cash flow outlook for fiscal 2020 First Quarter Summary • Net sales of $57.5 million decreased 10.3% compared to the prior fiscal year first quarter, reflecting |
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| August 1, 2019 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 1, 2019 CSS Industries, Inc. (Exact name of registrant as specified in its charter) Delaware 1-2661 13-1920657 (State or other jurisdiction of incorporation) (Commission File N |
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| July 25, 2019 |
CSS / CSS Industries, Inc. DEF 14A - - DEF 14A DEF 14A 1 cssproxy2019.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as per |
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| July 3, 2019 |
Exhibit 99.1 Execution Version COOPERATION AGREEMENT This COOPERATION AGREEMENT, dated as of June 28, 2019 (this “Agreement”), is made and entered into by and among CSS INDUSTRIES, INC., a Delaware corporation (the “Company”), VARANA CAPITAL, LLC, a Delaware limited liability company, and each of the other persons and entities listed on Exhibit A hereto (each such entity and person listed on Exhib |
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| July 3, 2019 |
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): June 28, 2019 CSS Industries, Inc. (Exact name of registrant as specified in its charter) Delaware 1-2661 13-1920657 (State or other jurisdiction of incorporation) (Commission File Nu |
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| July 3, 2019 |
Exhibit 99.2 FOR IMMEDIATE RELEASE July 1, 2019 CHRISTOPHER J. MUNYAN - PRESIDENT AND CHIEF EXECUTIVE OFFICER 610-729-3740 [email protected] CSS INDUSTRIES, INC. REACHES COOPERATION AGREEMENT WITH VARANA CAPITAL Agrees to Appoint Two New Independent Directors to the CSS Board PLYMOUTH MEETING, PA, July 1, 2019 - CSS Industries, Inc. (NYSE: CSS), a leading consumer products company ser |
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| June 27, 2019 |
CSS INDUSTRIES, INC. ANNOUNCES RESIGNATION OF CHIEF FINANCIAL OFFICER Exhibit 99.1 FOR IMMEDIATE RELEASE June 27, 2019 CHRISTOPHER J. MUNYAN – PRESIDENT AND CHIEF EXECUTIVE OFFICER 610-729-3740 [email protected] CSS INDUSTRIES, INC. ANNOUNCES RESIGNATION OF CHIEF FINANCIAL OFFICER PLYMOUTH MEETING, PA, June 27, 2019 – CSS Industries, Inc. (NYSE:CSS) announced today the resignation of Keith W. Pfeil as the Company’s Chief Financial Officer, effective Aug |
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| June 27, 2019 |
8-K 1 a2019-06x27form8xkresignat.htm 8-K 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): June 21, 2019 CSS Industries, Inc. (Exact name of registrant as specified in its charter) Delaware 1-2661 13-1920657 (State or other jurisdict |
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| May 31, 2019 |
Exhibit 4.1 This statement references the shares of Common Stock, $0.10 par value per share (“Common Stock”), of CSS Industries, Inc., a Delaware corporation (the “Company”). The Common Stock is registered under Section 12(b) of the Securities Exchange Act of 1934, as amended, and is listed on the New York Stock Exchange, Inc. The Company’s authorized capital stock consists of 25,000,000 shares of |
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| May 31, 2019 |
Exhibit 10.3 Execution Version FIRST AMENDMENT TO CREDIT AGREEMENT This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) dated as of March 29, 2019 is by and among CSS INDUSTRIES, INC., a Delaware corporation (the “Company”), the Subsidiary Borrowers party hereto, the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as administrative agent for the Len |
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| May 31, 2019 |
List of Significant Subsidiaries of the Registrant Exhibit 21 LIST OF SIGNIFICANT SUBSIDIARIES OF CSS INDUSTRIES, INC. Name Incorporation Berwick Offray LLC Pennsylvania Berwick Offray Hong Kong Limited Hong Kong British Trimmings Limited United Kingdom C.R. Gibson, LLC Delaware C.R. Gibson Pacific Rim Limited Hong Kong CSS Pacific Rim Limited Hong Kong Dominion Simplicity Patterns Limited Canada India Trimmings Private Limited India Lion Ribbon C |
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| May 31, 2019 |
CSS / CSS Industries, Inc. 10-K - Annual Report - 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark one) ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 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 number 1-2661 CSS INDUSTRIES, INC. |
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| May 30, 2019 |
8-K 1 a19-1083318k.htm 8-K 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 23, 2019 CSS INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 1-2661 13-1920657 (State or other jurisdiction of incorpor |
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| May 30, 2019 |
SECOND AMENDMENT TO CREDIT AGREEMENT Exhibit 99.1 EXECUTION VERSION SECOND AMENDMENT TO CREDIT AGREEMENT This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) dated as of May 23, 2019 is by and among CSS INDUSTRIES, INC., a Delaware corporation (the “Company”), the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (the “Administrative Agent”). PREL |
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| May 30, 2019 |
Exhibit 99.1 FOR IMMEDIATE RELEASE KEITH PFEIL - CHIEF FINANCIAL OFFICER May 30, 2019 610-729-3947 [email protected] CSS Industries Reports Fiscal 2019 Full Year and Fourth Quarter Results Company announces the suspension of its quarterly dividend Full Year Highlights • Net sales of $382.3 million, an increase of 5.6 percent over the prior year, driven by the full year contribution of |
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| May 30, 2019 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 30, 2019 CSS Industries, Inc. (Exact name of registrant as specified in its charter) Delaware 1-2661 13-1920657 (State or other jurisdiction of incorporation) (Commission File Num |
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| May 30, 2019 |
CSS / CSS Industries, Inc. SD - - SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report CSS Industries, Inc. (Exact name of registrant as specified in its charter) Delaware 1-2661 13-1920657 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 450 Plymouth Road, Suite 300, Plymouth Meeting, PA 19462 (Address |
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| May 8, 2019 |
Exhibit 99.1 FOR IMMEDIATE RELEASE May 8, 2019 KEITH W. PFEIL - CHIEF FINANCIAL OFFICER 610-729-3947 [email protected] CSS INDUSTRIES ANNOUNCES RESTRUCTURING PLAN AND ADDITIONAL MEASURES TO IMPROVE ITS BUSINESS AND FINANCIAL PERFORMANCE Company revises fiscal 2019 guidance and provides fiscal 2020 projections Key Highlights • Total cost base to be reduced by approximately $20 million, |
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| May 8, 2019 |
8-K 1 a2019-05x08form8xkrestruct.htm 8-K 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 2, 2019 CSS Industries, Inc. (Exact name of registrant as specified in its charter) Delaware 1-2661 13-1920657 (State or other jurisdictio |
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| May 2, 2019 |
begin 644 cssex991-050219.pdf M)5!$1BTQ+C4-)>+CS],-"C$T(# @;V)J#3P\+TQI;F5A"B1X/@ )KA8@\>0Q Q,CPUR0$@9& L1QET 0(, M &/G"/ -"F5N9'-TH!@3 PL#1\/)! :&!>P<'" :";!",0/#008>!L8KFWX>UE\ XK(P M,*@L!=*,0-P)Q.P,#":2$#YC+$" 0 AU@LF#0IE;F1S=')E86T-96YD;V)J M#3$U(# @;V)J#3P\+TUE=&%D871A(#4@,"!2+U!A9V5,86)E;',@,3 @,"!2 M+U!A9V5S(#$R(# @4B]4>7!E+T-A=&%L;V<^/@UE;F1O8FH-,38@,"!O8FH- M/#PO07)T0F]X6S @," V,3(@-SDR72 |
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| May 2, 2019 |
Please see PDF for document reference EX-99.1 2 cssex991-050219.htm PRESS RELEASE Please see PDF for document reference |
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| May 2, 2019 |
CSS / CSS Industries, Inc. DFAN14A MAY 2, 2019 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. |
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| April 29, 2019 |
CSS / CSS Industries, Inc. DEFA14A DEFA14A DEFA14A 1 a2019-04x29defa14aemploye.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission O |
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| April 29, 2019 |
CSS / CSS Industries, Inc. DEFA14A DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 1, 2019 |
Exhibit 99.1 March 31, 2019 Personal and Confidential Ms. Cara Farley [] [] Dear Cara: Subject to and conditioned upon approval by the Human Resources Committee (the “Committee”) of the Board of Directors of CSS Industries, Inc. (“CSS”), we are pleased to extend an offer of promotion to you as CSS’ Executive Vice President of Sales and Marketing. 1. Commencement Date; Contract Term – Your promotio |
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| April 1, 2019 |
8-K 1 a2019-04x01form8xkexecutiv.htm 8-K 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 26, 2019 CSS Industries, Inc. (Exact name of registrant as specified in its charter) Delaware 1-2661 13-1920657 (State or other jurisdic |
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| March 13, 2019 |
CSS INDUSTRIES ANNOUNCES NEW $125 MILLION ASSET-BASED CREDIT FACILITY Exhibit 99.2 FOR IMMEDIATE RELEASE March 7, 2019 KEITH PFEIL – CHIEF FINANCIAL OFFICER 610-729-3947 [email protected] CSS INDUSTRIES ANNOUNCES NEW $125 MILLION ASSET-BASED CREDIT FACILITY PLYMOUTH MEETING, PA, March 7, 2019 – CSS Industries, Inc. (NYSE: CSS), a leading consumer products company serving the craft, gift and seasonal markets, today announced that it has entered into a new |
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| March 13, 2019 |
8-K 1 a2019-03x07form8xknewcredi.htm 8-K 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 7, 2019 CSS Industries, Inc. (Exact name of registrant as specified in its charter) Delaware 1-2661 13-1920657 (State or other jurisdict |
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| March 13, 2019 |
CREDIT AGREEMENT dated as of March 7, 2019 among CSS INDUSTRIES, INC., as the Company the Subsidiaries from time to time party hereto, as Subsidiary Borrowers the other Loan Parties party hereto, the Lenders party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A., as Sole Bookrunner and Joint Lead Arranger and BANK OF AMERICA, N.A., as Joint Lead Arranger ASSE |
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| February 8, 2019 |
CSS / CSS Industries, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment SC 13G/A 1 dfs325.htm SCHEDULE 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 18)* CSS INDUSTRIES INC (Name of Issuer) Common Stock (Title of Class of Securities) 125906107 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat |
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| February 7, 2019 |
Exhibit 99.1 FOR IMMEDIATE RELEASE KEITH PFEIL - CHIEF FINANCIAL OFFICER February 7, 2019 610-729-3947 [email protected] CSS INDUSTRIES REPORTS FISCAL 2019 THIRD QUARTER RESULTS Company revises net sales, net income and adjusted EBITDA outlook for fiscal 2019 Third Quarter Summary • Net sales of $133.2 million increased 2.0 percent over the prior fiscal year quarter, reflecting the con |
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| February 7, 2019 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): February 7, 2019 CSS Industries, Inc. (Exact name of registrant as specified in its charter) Delaware 1-2661 13-1920657 (State or other jurisdiction of incorporation) (Commission File |
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| February 7, 2019 |
CSS / CSS Industries, Inc. 10-Q (Quarterly Report) 10-Q 1 fy2019q310-q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period |
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| January 29, 2019 |
8-K 1 a2019-01x29form8xknewdirec.htm 8-K 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): January 29, 2019 CSS Industries, Inc. (Exact name of registrant as specified in its charter) Delaware 1-2661 13-1920657 (State or other jurisd |
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| November 2, 2018 |
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): November 2, 2018 CSS Industries, Inc. (Exact name of registrant as specified in its charter) Delaware 1-2661 13-1920657 (State or other jurisdiction of incorporation) (Commission File |
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| November 2, 2018 |
WAIVER AND AMENDMENT NO. 5 TO CREDIT AGREEMENT EX-99.1 2 ex991waiverandamendmentno5.htm EXHIBIT 99.1 EXHIBIT 99.1 EXECUTION VERSION WAIVER AND AMENDMENT NO. 5 TO CREDIT AGREEMENT THIS WAIVER AND AMENDMENT NO. 5 TO CREDIT AGREEMENT (this "Amendment") is made this 2nd day of November, 2018, by and among CSS INDUSTRIES, INC., a Delaware corporation (together with its successors and/or assigns, "Borrower"), the subsidiaries of the Borrower parties |
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| November 2, 2018 |
CSS / CSS Industries, Inc. 10-Q (Quarterly Report) 10-Q 1 fy2019q210-q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period |
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| November 1, 2018 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 1, 2018 CSS Industries, Inc. (Exact name of registrant as specified in its charter) Delaware 1-2661 13-1920657 (State or other jurisdiction of incorporation) (Commission File |
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| November 1, 2018 |
EX-99.1 2 fy2019q2earningsreleaseexh.htm EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE KEITH PFEIL - CHIEF FINANCIAL OFFICER November 1, 2018 610-729-3947 [email protected] CSS INDUSTRIES REPORTS FISCAL 2019 SECOND QUARTER RESULTS Company reaffirms outlook for fiscal 2019 net sales and adjusted EBITDA; reduces net income guidance Second Quarter Summary • Net sales of $112.9 million i |
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| August 31, 2018 |
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): August 27, 2018 CSS Industries, Inc. (Exact name of registrant as specified in its charter) Delaware 1-2661 13-1920657 (State or other jurisdiction of incorporation) (Commission File |
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| August 31, 2018 |
CSS Industries, Inc. | 450 Plymouth Road, Suite 300 | Plymouth Meeting, PA 19462 EX-99.2 3 exhibit992offerletter.htm EXHIBIT 99.2 OFFER LETTER Exhibit 99.2 August 30, 2018 Personal and Confidential Mr. Keith Pfeil [ ] [ ] Dear Keith: Subject to and conditioned upon approval by the Human Resources Committee (the “Committee”) of the Board of Directors of CSS Industries, Inc. (“CSS”), we are pleased to extend an offer of promotion to you as CSS’ Executive Vice President and Chief |
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| August 31, 2018 |
EX-99.1 2 exhibit991pressrelease.htm EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 NEWS RELEASE For Immediate Release Contact: Christopher J. Munyan President and Chief Executive Officer (610) 729-3740 CSS INDUSTRIES, INC. ANNOUNCES RESIGNATION OF CHIEF FINANCIAL OFFICER AND APPOINTMENT OF NEW CHIEF FINANCIAL OFFICER PLYMOUTH MEETING, PA, August 31, 2018 – CSS Industries, Inc. (NYSE:CSS) announced today |
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| August 6, 2018 |
8-K 1 a8-k2018annualmeetingvote.htm 8-K 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): July 31, 2018 CSS Industries, Inc. (Exact name of registrant as specified in its charter) Delaware 1-2661 13-1920657 (State or other jurisdicti |
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| August 6, 2018 |
Exhibit 99.1 April 24, 2018 Steven Eck [ ] [ ] Personal & Confidential Dear Steven: Subject to your acceptance of all the provisions of this letter, I am pleased to extend to you an offer of employment to join CSS Industries, Inc. (“CSS” or the “Company”) as Vice President of Finance and Accounting reporting to John Roselli – Executive Vice President Finance and Chief Financial Officer. A recommen |
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| August 1, 2018 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 1, 2018 CSS Industries, Inc. (Exact name of registrant as specified in its charter) Delaware 1-2661 13-1920657 (State or other jurisdiction of incorporation) (Commission File N |
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| August 1, 2018 |
EX-99.1 2 fy2019q1earningsreleaseexh.htm EXHIBIT 99.1 Exhibit 99.1 NEWS RELEASE For Immediate Release Contact: Keith Pfeil Investor Relations (610) 729-3947 CSS INDUSTRIES REPORTS FISCAL 2019 FIRST QUARTER RESULTS Company reaffirms outlook for fiscal 2019 net sales and adjusted EBITDA; revises net income guidance due to goodwill impairment and inventory write-down costs First Quarter Summary • Net |
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| August 1, 2018 |
CSS Industries, Inc. FY 2019 Management Incentive Program Criteria. Exhibit 10.7 CSS INDUSTRIES, INC. FY2019 Management Incentive Program Criteria CSS Industries, Inc. These FY2019 Management Incentive Program Criteria have been approved by the Human Resources Committee (the “Committee”) of the Board of Directors of CSS Industries, Inc. (“CSS” or the “Company”) in connection with the CSS Industries, Inc. Management Incentive Program (the “Program”). All defined te |
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| August 1, 2018 |
CSS / CSS Industries, Inc. 10-Q (Quarterly Report) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 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 number 1- |
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| July 12, 2018 |
AMENDMENT NO. 4 TO CREDIT AGREEMENT Exhibit 99.1 Execution Version AMENDMENT NO. 4 TO CREDIT AGREEMENT THIS AMENDMENT NO. 4 TO CREDIT AGREEMENT (this "Amendment No. 4") is made this 9th day of July, 2018 by and among CSS INDUSTRIES, INC., a Delaware corporation (together with its successors and/or assigns, "Borrower"), the banks and other financial institutions signatory hereto (together with their successors and/or assigns, collect |
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| July 12, 2018 |
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): July 9, 2018 CSS Industries, Inc. (Exact name of registrant as specified in its charter) Delaware 1-2661 13-1920657 (State or other jurisdiction of incorporation) (Commission File Num |
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| June 22, 2018 |
CSS / CSS Industries, Inc. DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ Defin |
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| June 5, 2018 |
CSS Industries, Inc. FY2018 Management Incentive Program Criteria (filed herewith) Exhibit 10.16 CSS INDUSTRIES, INC. FY2018 Management Incentive Program Criteria CSS Industries, Inc. These FY2018 Management Incentive Program Criteria have been approved by the Human Resources Committee (the “Committee”) of the Board of Directors of CSS Industries, Inc. (“CSS” or the “Company”) in connection with the CSS Industries, Inc. Management Incentive Program (the “Program”). All defined t |
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| June 5, 2018 |
List of Significant Subsidiaries of the Registrant Exhibit 21 LIST OF SIGNIFICANT SUBSIDIARIES OF CSS INDUSTRIES, INC. Name Incorporation Berwick Offray LLC Pennsylvania Berwick Offray Hong Kong Limited Hong Kong British Trimmings Limited United Kingdom C.R. Gibson, LLC Delaware C.R. Gibson Pacific Rim Limited Hong Kong CSS Pacific Rim Limited Hong Kong Dominion Simplicity Patterns Limited Canada India Trimmings Private Limited India Lion Ribbon C |
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| June 5, 2018 |
CSS / CSS Industries, Inc. 10-K (Annual Report) 10-K 1 fy201810-k.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark one) ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2018 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 number 1 |
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| June 4, 2018 |
CSS INDUSTRIES, INC. 2013 EQUITY COMPENSATION PLAN RESTRICTED STOCK UNIT GRANT Exhibit 99.1 CSS INDUSTRIES, INC. 2013 EQUITY COMPENSATION PLAN RESTRICTED STOCK UNIT GRANT This RESTRICTED STOCK UNIT GRANT, dated as of , 20 (the “Date of Grant”), is delivered by CSS Industries, Inc. (the “Company”) to (the “Grantee”). RECITALS WHEREAS, the Human Resources Committee of the Board of Directors of the Company (the “Committee”) has determined to grant the Grantee stock units that w |
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| June 4, 2018 |
CSS INDUSTRIES, INC. 2013 EQUITY COMPENSATION PLAN RESTRICTED STOCK UNIT GRANT Exhibit 99.3 CSS INDUSTRIES, INC. 2013 EQUITY COMPENSATION PLAN RESTRICTED STOCK UNIT GRANT This RESTRICTED STOCK UNIT GRANT, dated as of , 20 (the “Date of Grant”), is delivered by CSS Industries, Inc. (the “Company”) to «FirstName» «LastName» (the “Grantee”). RECITALS WHEREAS, the Human Resources Committee of the Board of Directors of the Company (the “Committee”) has determined to grant the Gra |
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| June 4, 2018 |
8-K 1 a2018-06x04form8xkequitygr.htm 8-K 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 29, 2018 CSS Industries, Inc. (Exact name of registrant as specified in its charter) Delaware 1-2661 13-1920657 (State or other jurisdicti |
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| June 4, 2018 |
CSS INDUSTRIES, INC. 2013 EQUITY COMPENSATION PLAN RESTRICTED STOCK UNIT GRANT Exhibit 99.2 CSS INDUSTRIES, INC. 2013 EQUITY COMPENSATION PLAN RESTRICTED STOCK UNIT GRANT This RESTRICTED STOCK UNIT GRANT, dated as of , 20 (the “Date of Grant”), is delivered by CSS Industries, Inc. (the “Company”) to «FirstName» «LastName» (the “Grantee”). RECITALS WHEREAS, the Human Resources Committee of the Board of Directors of the Company (the “Committee”) has determined to grant the Gra |
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| May 31, 2018 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 31, 2018 CSS Industries, Inc. (Exact name of registrant as specified in its charter) Delaware 1-2661 13-1920657 (State or other jurisdiction of (Commission (I.R.S. Employer incorp |
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| May 31, 2018 |
Exhibit 99.1 NEWS RELEASE For Immediate Release Contact: John Roselli Chief Financial Officer (610) 729-3750 CSS INDUSTRIES REPORTS FISCAL 2018 FULL YEAR AND FOURTH QUARTER RESULTS Company issues outlook for fiscal 2019 net sales, net income and adjusted EBITDA Full Year Summary • Net sales of $361.9 million, an increase of 12.2 percent over the prior year, due to acquisitions • Net loss of $36.5 |
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| May 31, 2018 |
CSS / CSS Industries, Inc. FORM SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report CSS Industries, Inc. (Exact name of registrant as specified in its charter) Delaware 1-2661 13-1920657 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 450 Plymouth Road, Suite 300, Plymouth Meeting, PA 19462 (Address |
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| May 29, 2018 |
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 22, 2018 CSS Industries, Inc. (Exact name of registrant as specified in its charter) Delaware 1-2661 13-1920657 (State or other jurisdiction of incorporation) (Commission File Num |
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| May 29, 2018 |
Exhibit 99.2 CSS INDUSTRIES, INC. 2013 EQUITY COMPENSATION PLAN (As Amended and Restated Effective as of May 22, 2018) The purpose of the CSS Industries, Inc. 2013 Equity Compensation Plan (the “Plan”) is to provide designated employees and officers of CSS Industries, Inc. (the “Company”) and its subsidiaries and non-employee members of the Board of Directors of the Company with the opportunity to |
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| May 29, 2018 |
Exhibit 99.1 Issued: 05/27/2009 Effective: 05/27/2009 Amended: 03/20/2012; 03/17/2015; 08/01/2016 Amended and Restated, Effective as of: May 22, 2018 CSS INDUSTRIES, INC. CHANGE OF CONTROL SEVERANCE PAY PLAN FOR EXECUTIVE MANAGEMENT AND SUMMARY PLAN DESCRIPTION Effective May 27, 2009 (as amended and restated effective as of May 22, 2018) INTRODUCTION The purpose of the CSS Industries, Inc. Change |
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| March 28, 2018 |
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 27, 2018 CSS Industries, Inc. (Exact name of registrant as specified in its charter) Delaware 1-2661 13-1920657 (State or other jurisdiction of incorporation) (Commission File N |
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| February 9, 2018 |
CSS / CSS Industries, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 17)* CSS INDUSTRIES INC (Name of Issuer) Common Stock (Title of Class of Securities) 125906107 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch |
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| February 7, 2018 |
CSS INDUSTRIES REPORTS FISCAL 2018 THIRD QUARTER RESULTS Exhibit Exhibit 99.1 NEWS RELEASE For Immediate Release Contact: John M. Roselli Chief Financial Officer (610) 729-3750 CSS INDUSTRIES REPORTS FISCAL 2018 THIRD QUARTER RESULTS Third Quarter Summary ? Net sales of $130.6 million increased 11.5 percent over prior year, reflecting the contribution from acquisitions partially offset by lower sales in the base business ? Net income of $6.0 million; ad |
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| February 7, 2018 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Document 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): February 7, 2018 CSS Industries, Inc. (Exact name of registrant as specified in its charter) Delaware 1-2661 13-1920657 (State or other jurisdiction of incorporation) (Commis |
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| February 7, 2018 |
CSS / CSS Industries, Inc. 10-Q (Quarterly Report) 10-Q 1 fy2018q310-q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2017 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period |
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| January 25, 2018 |
Amendment to Employment Agreement EX-99.1 2 exhibit991employmentagreem.htm EXHIBIT 99.1 Exhibit 99.1 Amendment to Employment Agreement This AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) dated as of January 25, 2018, amends that certain employment agreement dated April 1, 2012, as amended as of March 18, 2014 and March 23, 2016 (the “Employment Agreement”), between CSS Industries, Inc. (“CSS”) (as successor in interest to Lio |
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| January 25, 2018 |
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): January 25, 2018 CSS Industries, Inc. (Exact name of registrant as specified in its charter) Delaware 1-2661 13-1920657 (State or other jurisdiction of incorporation) (Commission File |
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| January 17, 2018 |
Exhibit Exhibit 99.1 The Simplicity Business of Wilton Brands LLC Combined Abbreviated Financial Statements as of and for the nine-months ended September 30, 2017 The Simplicity Business Of Wilton Brands LLC Index September 30, 2017 Page(s) Report of Independent Auditors 1-2 Combined Abbreviated Financial Statements Combined Abbreviated Statement of Assets Acquired and Liabilities Assumed 3 Combin |
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| January 17, 2018 |
CSS INDUSTRIES, INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit Exhibit 99.2 CSS INDUSTRIES, INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On November 3, 2017, CSS Industries, Inc. (the ?Company?) consummated its acquisition of the Simplicity Creative Group business ("Simplicity"), which consists of the manufacture, marketing and sale of sewing patterns, sewing tools, needlecraft products, quilting tools, knitting tools, tapes, trim |
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| January 17, 2018 |
Financial Statements and Exhibits Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A (Amendment No. 1) Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2017 CSS Industries, Inc. (Exact name of registrant as specified in its charter) Delaware 1-2661 13-1920657 (State or other jurisdiction of in |
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| November 9, 2017 |
EX-2.1 2 exhibit21aspastitch.htm EXHIBIT 2.1 ASPA Exhibit 2.1 EXECUTION COPY ASSET AND SECURITIES PURCHASE AGREEMENT BY AND AMONG DIMENSIONS CRAFTS LLC, SIMPLICITY CREATIVE GROUP, INC., SIMPLICITY PATTERN CO. INC., WM. WRIGHT CO., WILTON ASIA LIMITED LENDING TEXTILE CO., INC., WILTON PROPERTIES INC., STITCH ACQUISITION CORP., PAPER MAGIC GROUP (HONG KONG) LIMITED, MCCALL PATTERN SERVICE PTY LIMITE |
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| November 9, 2017 |
EX-99.1 3 exhibit991tsafinalformatte.htm EXHIBIT 99.1 TSA Exhibit 99.1 EXECUTION VERSION TRANSITION SERVICES AGREEMENT THIS TRANSITION SERVICES AGREEMENT, dated as of November 3, 2017 (this “Agreement”), is made by and between Wilton Brands LLC, a Delaware limited liability company (“Service Provider”), and Stitch Acquisition Corp., a Delaware corporation (“Buyer”). Service Provider and Buyer may |
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| November 9, 2017 |
NEWS RELEASE For Immediate Release Contact: John M. Roselli Chief Financial Officer (610) 729-3750 Exhibit 99.2 NEWS RELEASE For Immediate Release Contact: John M. Roselli Chief Financial Officer (610) 729-3750 CSS INDUSTRIES, INC. ACQUIRES SIMPLICITY CREATIVE GROUP PLYMOUTH MEETING, PA, November 3, 2017 - CSS Industries, Inc. (NYSE: CSS), a leading consumer products company within the seasonal, celebrations and craft markets, today announced that it has completed the acquisition of Simplicity |
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| November 9, 2017 |
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): November 3, 2017 CSS Industries, Inc. (Exact name of registrant as specified in its charter) Delaware 1-2661 13-1920657 (State or other jurisdiction of incorporation) (Commission File |
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| November 7, 2017 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 fy2018q2earningsrelease8-k.htm 8-K 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): November 7, 2017 CSS Industries, Inc. (Exact name of registrant as specified in its charter) Delaware 1-2661 13-1920657 (State or other jurisd |
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| November 7, 2017 |
CSS INDUSTRIES REPORTS FISCAL 2018 SECOND QUARTER RESULTS Exhibit Exhibit 99.1 NEWS RELEASE For Immediate Release Contact: John M. Roselli Chief Financial Officer (610) 729-3750 CSS INDUSTRIES REPORTS FISCAL 2018 SECOND QUARTER RESULTS Second Quarter Summary ? Net sales flat with prior year, impacted by hurricanes late in the quarter ? Net income of $3.0 million; adjusted EBITDA of $10.1 million ? Diluted earnings per share of $0.33; adjusted diluted ear |
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| November 7, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 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 numb |
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| October 19, 2017 |
8-K 1 a8-k2017x10x19creditagreem.htm 8-K 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): October 17, 2017 CSS Industries, Inc. (Exact name of registrant as specified in its charter) Delaware 1-2661 13-1920657 (State or other jurisd |
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| October 19, 2017 |
AMENDMENT NO. 3 TO CREDIT AGREEMENT Exhibit Exhibit 99.1 Execution Version AMENDMENT NO. 3 TO CREDIT AGREEMENT THIS AMENDMENT NO. 3 TO CREDIT AGREEMENT (this " Amendment No. 3 ") is made this 17th day of October, 2017 by and among CSS INDUSTRIES, INC., a Delaware corporation (together with its successors and/or assigns, " Borrower "), the banks and other financial institutions signatory hereto (together with their successors and/or |
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| August 4, 2017 |
EX-99.1 2 exhibit991managementincent.htm EX 99.1 MANAGEMENT INCENTIVE PROGRAM Exhibit 99.1 CSS INDUSTRIES, INC. MANAGEMENT INCENTIVE PROGRAM (As amended and restated, effective as of April 1, 2017) SECTION 1. PURPOSE; DEFINITIONS. The purpose of the CSS Industries, Inc. Management Incentive Program, as may be amended from time to time, (the “Program”) is to enable CSS Industries, Inc. (the “Compan |
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| August 4, 2017 |
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): August 1, 2017 CSS Industries, Inc. (Exact name of registrant as specified in its charter) Delaware 1-2661 13-1920657 (State or other jurisdiction of incorporation) (Commission File N |
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| August 4, 2017 |
Exhibit Exhibit 99.3 AMENDMENT 2017-1 TO THE NONQUALIFIED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN COVERING OFFICER-EMPLOYEES OF CSS INDUSTRIES, INC. AND ITS AFFILIATES WHEREAS , the Company maintains the Nonqualified Supplemental Executive Retirement Plan Covering Officer-Employees of CSS Industries, Inc. and Its Affiliates (the ?SERP?) for the benefit of its and its participating subsidiaries? eli |
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| August 4, 2017 |
EX-99.2 3 exhibit992deferredcompplan.htm EXHIBIT 99.2 DEFERRED COMP PLAN Exhibit 99.2 CSS INDUSTRIES, INC. DEFERRED COMPENSATION PLAN As Amended and Restated Effective as of August 1, 2017 CSS INDUSTRIES, INC. DEFERRED COMPENSATION PLAN (AS AMENDED AND RESTATED EFFECTIVE AS OF AUGUST 1, 2017) ARTICLE I - PURPOSE; EFFECTIVE DATE 1.1. Purpose. The purpose of this Plan is to permit a select group of |
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| August 1, 2017 |
CSS INDUSTRIES REPORTS FISCAL 2018 FIRST QUARTER RESULTS EX-99.1 2 fy2018q1earningsreleaseexh.htm EXHIBIT 99.1 Exhibit 99.1 NEWS RELEASE For Immediate Release Contact: John M. Roselli Chief Financial Officer (610) 729-3750 CSS INDUSTRIES REPORTS FISCAL 2018 FIRST QUARTER RESULTS First Quarter Summary • Net sales grew 6.6 percent year over year, driven by sales from the McCall acquisition • Net loss of $7.1 million; adjusted EBITDA of ($3.3) million • Lo |
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| August 1, 2017 |
CSS Industries 8-K (Current Report/Significant Event) Document 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): August 1, 2017 CSS Industries, Inc. (Exact name of registrant as specified in its charter) Delaware 1-2661 13-1920657 (State or other jurisdiction of incorporation) (Commissi |
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| August 1, 2017 |
Exhibit 10.1 Service-Based Form CSS INDUSTRIES, INC. 2013 EQUITY COMPENSATION PLAN NONQUALIFIED STOCK OPTION GRANT This NONQUALIFIED STOCK OPTION GRANT, dated as of (the “Date of Grant”), is delivered by CSS Industries, Inc. (the “Company”) to (the “Grantee”). RECITALS WHEREAS, the Human Resources Committee of the Board of Directors of the Company (the “Committee”) has determined to grant the Gran |
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| August 1, 2017 |
Exhibit 10.2 Time-Based Form CSS INDUSTRIES, INC. 2013 EQUITY COMPENSATION PLAN RESTRICTED STOCK UNIT GRANT This RESTRICTED STOCK UNIT GRANT, dated as of (the “Date of Grant”), is delivered by CSS Industries, Inc. (the “Company”) to (the “Grantee”). RECITALS WHEREAS, the Human Resources Committee of the Board of Directors of the Company (the “Committee”) has determined to grant the Grantee stock u |
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| August 1, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 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 number 1- |
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| June 23, 2017 |
DEF 14A 1 cssproxy2017.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as per |
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| June 7, 2017 |
CSS Industries 10-K (Annual Report) 10-K 1 css-3312017x10k.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark one) ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2017 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 num |
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| June 7, 2017 |
CSS INDUSTRIES REPORTS FISCAL 2017 FULL YEAR AND FOURTH QUARTER RESULTS Exhibit Exhibit 99.1 NEWS RELEASE For Immediate Release Contact: John Roselli Chief Financial Officer (610) 729-3750 CSS INDUSTRIES REPORTS FISCAL 2017 FULL YEAR AND FOURTH QUARTER RESULTS Full Year Summary ? Sales increase of 1.7 percent, primarily due to acquisitions ? Net income of $28.5 million ? Adjusted EBITDA of $25.1 million ? Diluted earnings per share (?EPS?) of $3.13; adjusted diluted E |
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| June 7, 2017 |
CSS Industries 8-K (Current Report/Significant Event) Document 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): June 7, 2017 CSS Industries, Inc. (Exact name of registrant as specified in its charter) Delaware 1-2661 13-1920657 (State or other jurisdiction of (Commission (I.R.S. Employ |
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| June 7, 2017 |
Exhibit 3.7 B Y L A W S OF CSS INDUSTRIES, INC. (formerly known as City Stores Company) (a Delaware Corporation) (Amended and Restated as of December 4, 2012) (As further amended on March 19, 2013, May 20, 2014, July 28, 2015 and March 21, 2017) ARTICLE I Offices and Fiscal Year SECTION 1.01. Registered Office.-The registered office of the corporation shall be in the City of Wilmington, County of |
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| June 7, 2017 |
Exhibit 21 LIST OF SIGNIFICANT SUBSIDIARIES OF CSS INDUSTRIES, INC. Name Incorporation Berwick Offray LLC Pennsylvania Berwick Offray Hong Kong Limited Hong Kong C.R. Gibson, LLC Delaware C.R. Gibson Pacific Rim Limited Hong Kong CSS Pacific Rim Limited Hong Kong Lion Ribbon Company, LLC Delaware Paper Magic Group, Inc. Pennsylvania Paper Magic Group (Hong Kong) Limited Hong Kong Philadelphia Indu |
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| June 7, 2017 |
EX-10.27 3 css-3312017xex1027.htm EXHIBIT 10.27 Exhibit 10.27 July 29, 2015 Cara Farley [] [] Personal & Confidential Dear Cara: Subject to your acceptance of all the provisions of this letter, I am pleased to extend to you an offer of employment to join CSS Industries, Inc. under the legal entity of Lion Ribbon Company, LLC (collectively, “CSS” or the “Company”) as Senior Vice President – Marketi |
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| May 31, 2017 |
Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report CSS Industries, Inc. (Exact name of registrant as specified in its charter) Delaware 1-2661 13-1920657 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 450 Plymouth Road, Suite 300, Plymouth Meeting, PA 19462 |
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| May 3, 2017 |
CSS Industries 8-K (Current Report/Significant Event) Document 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 1, 2017 CSS Industries, Inc. (Exact name of registrant as specified in its charter) Delaware 1-2661 13-1920657 (State or other jurisdiction of incorporation) (Commission |
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| March 24, 2017 |
CSS Industries 8-K (Current Report/Significant Event) Document 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 21, 2017 CSS Industries, Inc. (Exact name of registrant as specified in its charter) Delaware 1-2661 13-1920657 (State or other jurisdiction of incorporation) (Commissi |
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| March 24, 2017 |
CSS Industries, Inc. Amendment to bylaws adopted March 21, 2017 Exhibit Exhibit 3.1 CSS Industries, Inc. Amendment to bylaws adopted March 21, 2017 WHEREAS, the Board of Directors (the ?Board?) of CSS Industries, Inc. (the ?Company?) deems it advisable, pursuant to the Board?s authority set forth in Section 8.06 of the Bylaws of the Company (as amended and restated to date, the ?Bylaws?), to adopt amendments to the Bylaws (the ?Amendments?) to provide that: (i |
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| March 23, 2017 |
POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints Michael A. |
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| March 1, 2017 |
POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints Michael A. |
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| February 23, 2017 |
CSS INDUSTRIES, INC. ANNOUNCES APPOINTMENT OF NEW EXECUTIVE VICE PRESIDENT OF OPERATIONS Exhibit Exhibit 99.1 FOR FURTHER INFORMATION PLEASE CONTACT: Christopher J. Munyan President and Chief Executive Officer (610) 729-3959 FOR IMMEDIATE RELEASE: February 23, 2017 CSS INDUSTRIES, INC. ANNOUNCES APPOINTMENT OF NEW EXECUTIVE VICE PRESIDENT OF OPERATIONS PLYMOUTH MEETING, PA ? CSS Industries, Inc. (NYSE: CSS) announced today that, effective March 13, 2017, John S. White will join the or |
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| February 23, 2017 |
Exhibit Exhibit 10.1 February 16, 2017 Mr. John S. White 3 Pin Oak Drive Chadds Ford, PA 19317 Personal and Confidential Dear Jack: We are pleased to extend an offer of employment to you as Executive Vice President - Operations of CSS Industries, Inc. (?CSS?) reporting to Christopher Munyan - President and Chief Executive Officer. Your primary work location will be Plymouth Meeting, PA. You acknow |
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| February 23, 2017 |
CSS Industries 8-K (Current Report/Significant Event) Document 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): February 15, 2017 CSS Industries, Inc. (Exact name of registrant as specified in its charter) Delaware 1-2661 13-1920657 (State or other jurisdiction of incorporation) (Commi |
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| February 15, 2017 |
POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints Michael A. |
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| February 10, 2017 |
CSS Industries 8-K (Current Report/Significant Event) Document 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): February 6, 2017 CSS Industries, Inc. (Exact name of registrant as specified in its charter) Delaware 1-2661 13-1920657 (State or other jurisdiction of incorporation) (Commis |
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| February 9, 2017 |
Document As filed with the Securities and Exchange Commission on February 9, 2017 Registration No. |
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| February 9, 2017 |
8-K 1 a8k2x09x2017deferredcomp.htm 8-K 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): February 6, 2017 CSS Industries, Inc. (Exact name of registrant as specified in its charter) Delaware 1-2661 13-1920657 (State or other jurisdic |
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| February 9, 2017 |
Exhibit Exhibit 99.1 CSS INDUSTRIES, INC. DEFERRED COMPENSATION PLAN Effective as of February 1, 2017 CSS INDUSTRIES, INC. DEFERRED COMPENSATION PLAN ARTICLE I - PURPOSE; EFFECTIVE DATE 1.1. Purpose . The purpose of this Plan is to permit a select group of highly compensated employees of the Employer to defer the receipt of income which would otherwise become payable to them. It is intended that t |
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| February 9, 2017 |
CSS / CSS Industries, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 15)* CSS INDUSTRIES INC (Name of Issuer) Common Stock (Title of Class of Securities) 125906107 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch |
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| February 7, 2017 |
CSS Industries 10-Q (Quarterly Report) Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 6, 2017 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Document 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): February 6, 2017 CSS Industries, Inc. (Exact name of registrant as specified in its charter) Delaware 1-2661 13-1920657 (State or other jurisdiction of incorporation) (Commis |
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| February 6, 2017 |
EX-99.1 2 fy2017q3earningsreleaseexh.htm EXHIBIT 99.1 Exhibit 99.1 NEWS RELEASE For Immediate Release Investor Information: David F. McHugh, Interim Chief Financial Officer (610) 729-3746 CSS INDUSTRIES, INC. REPORTS THIRD QUARTER FISCAL 2017 RESULTS ● Sales up 12% compared to prior year ● YTD sales exceed prior year by 1% ● Completed acquisition of The McCall Pattern Company PLYMOUTH MEETING, PA, |
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| January 20, 2017 |
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): January 14, 2017 CSS Industries, Inc. (Exact name of registrant as specified in its charter) Delaware 1-2661 13-1920657 (State or other jurisdiction of incorporation) (Commission File |
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| January 20, 2017 |
Exhibit Exhibit 10.1 Interchange Corporate Center 450 Plymouth Road, Suite 300 Plymouth Meeting, PA 19462 Main 610-729-3959 / 800-490-0277 Fax 610-729-3958 January 17, 2017 Personal and Confidential Mr. John M. Roselli [] [] Dear John: We are pleased to extend an offer of employment to you as Executive Vice President - Finance of CSS Industries, Inc. (?CSS?). You acknowledge and agree that there a |
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| January 20, 2017 |
CSS INDUSTRIES, INC. ANNOUNCES APPOINTMENT OF NEW CHIEF FINANCIAL OFFICER Exhibit Exhibit 99.1 FOR FURTHER INFORMATION PLEASE CONTACT: Christopher J. Munyan President and Chief Executive Officer (610) 729-3959 FOR IMMEDIATE RELEASE: January 19, 2017 CSS INDUSTRIES, INC. ANNOUNCES APPOINTMENT OF NEW CHIEF FINANCIAL OFFICER CSS Industries, Inc. (NYSE: CSS) announced today that, effective February 20, 2017, John M. Roselli will join the organization as its new Chief Financ |
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| October 25, 2016 |
Exhibit Exhibit 10.2 CSS Industries, Inc. (the ?Company?) Summary of Commission Arrangement with Carey Edwards On August 1, 2016, the Human Resources Committee of the Company?s Board of Directors approved a sales commission arrangement under which sales commissions may be paid to the Company?s Executive Vice President of Sales, Carey Edwards, based on net sales generated from the sale and shipment |
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| October 25, 2016 |
Exhibit Exhibit 10.4 Time-Based Form ? Director RSU Grant CSS INDUSTRIES, INC. 2013 EQUITY COMPENSATION PLAN RESTRICTED STOCK UNIT GRANT This RESTRICTED STOCK UNIT GRANT, dated as of , 20 (the ? Date of Grant ?), is delivered by CSS Industries, Inc. (the ? Company ?) to (the ? Grantee ?). RECITALS WHEREAS, the Board of Directors of the Company (the ? Board ?) has determined to grant to the Grantee |
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| October 25, 2016 |
Exhibit Exhibit 10.1 Issued: 05/27/2009 Effective: 05/27/2009 Amended: 03/20/2012; 03/17/2015; 08/01/2016 CSS INDUSTRIES, INC. CHANGE OF CONTROL SEVERANCE PAY PLAN FOR EXECUTIVE MANAGEMENT AND SUMMARY PLAN DESCRIPTION Effective May 27, 2009 (as amended through August 1, 2016) 0 INTRODUCTION The purpose of the CSS Industries, Inc. Change of Control Severance Pay Plan for Executive Management (the ? |
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| October 25, 2016 |
CSS Industries 10-Q (Quarterly Report) 10-Q 1 fy2017q210-q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period |
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| October 25, 2016 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 fy2017q2earningsrelease8-k.htm 8-K 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): October 25, 2016 CSS Industries, Inc. (Exact name of registrant as specified in its charter) Delaware 1-2661 13-1920657 (State or other jurisd |
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| October 25, 2016 |
Exhibit Exhibit 99.1 NEWS RELEASE For Immediate Release Investor Information: David F. McHugh, Interim Chief Financial Officer (610) 729-3746 CSS INDUSTRIES, INC. REPORTS SECOND QUARTER FISCAL 2017 RESULTS ? Sales and EPS decreased from prior year primarily due to shift of sales from the second quarter to the second half of its fiscal year ? Sales shortfall expected to be more than offset in the s |
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| August 16, 2016 |
CSS INDUSTRIES, INC. ANNOUNCES RESIGNATION OF CHIEF FINANCIAL OFFICER Exhibit Exhibit 99.1 FOR FURTHER INFORMATION CONTACT: Christopher J. Munyan President and Chief Executive Officer (610) 729-3740 FOR IMMEDIATE RELEASE August 16, 2016 CSS INDUSTRIES, INC. ANNOUNCES RESIGNATION OF CHIEF FINANCIAL OFFICER PLYMOUTH MEETING, PA ? CSS Industries, Inc. (NYSE: CSS) announced today the resignation of Vincent A. Paccapaniccia as Chief Financial Officer of the Company effec |
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| August 16, 2016 |
CSS INDUSTRIES, INC. ANNOUNCES RESIGNATION OF CHIEF FINANCIAL OFFICER Exhibit Exhibit 99.1 FOR FURTHER INFORMATION CONTACT: Christopher J. Munyan President and Chief Executive Officer (610) 729-3740 FOR IMMEDIATE RELEASE August 16, 2016 CSS INDUSTRIES, INC. ANNOUNCES RESIGNATION OF CHIEF FINANCIAL OFFICER PLYMOUTH MEETING, PA ? CSS Industries, Inc. (NYSE: CSS) announced today the resignation of Vincent A. Paccapaniccia as Chief Financial Officer of the Company effec |
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| August 16, 2016 |
8-K 1 a8-k8x16x2016.htm 8-K 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): August 10, 2016 CSS Industries, Inc. (Exact name of registrant as specified in its charter) Delaware 1-2661 13-1920657 (State or other jurisdiction of inco |
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| August 16, 2016 |
8-K 1 a8-k8x16x2016.htm 8-K 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): August 10, 2016 CSS Industries, Inc. (Exact name of registrant as specified in its charter) Delaware 1-2661 13-1920657 (State or other jurisdiction of inco |
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| August 5, 2016 |
CSS Industries 8-K (Current Report/Significant Event) Document 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): August 1, 2016 CSS Industries, Inc. (Exact name of registrant as specified in its charter) Delaware 1-2661 13-1920657 (State or other jurisdiction of incorporation) (Commissi |
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| August 5, 2016 |
EX-10.1 2 a2013equitycompplan.htm EXHIBIT 10.1 Exhibit 10.1 CSS INDUSTRIES, INC. 2013 EQUITY COMPENSATION PLAN (As Amended and Restated Effective as of August 2, 2016) The purpose of the CSS Industries, Inc. 2013 Equity Compensation Plan (the “Plan”) is to provide designated employees and officers of CSS Industries, Inc. (the “Company”) and its subsidiaries and non-employee members of the Board of |
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| August 2, 2016 |
CSS Industries 10-Q (Quarterly Report) Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 2, 2016 |
Exhibit Exhibit 99.1 FOR FURTHER INFORMATION CONTACT: Vincent A. Paccapaniccia Chief Financial Officer (610) 729-3750 FOR IMMEDIATE RELEASE August 2, 2016 CSS INDUSTRIES, INC. REPORTS RESULTS OF OPERATIONS FOR THE FISCAL QUARTER ENDED JUNE 30, 2016 ? First Quarter Sales Increase Due to Blumenthal Acquisition ? Acquisition of Substantially All of the Assets of Lawrence Schiff Silk Mills, Inc. in th |
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| August 2, 2016 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Document 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): August 2, 2016 CSS Industries, Inc. (Exact name of registrant as specified in its charter) Delaware 1-2661 13-1920657 (State or other jurisdiction of incorporation) (Commissi |
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| June 22, 2016 |
DEFC14A 1 css-20160802xdefc14a.htm DEFC14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only |
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| June 7, 2016 |
Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: þ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2) |
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| June 7, 2016 |
Document Morgan, Lewis & Bockius LLP 1701 Market Street Philadelphia, PA 19103 Tel. |
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| May 31, 2016 |
DEFA14A 1 cssdefa14a5-31x2016.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only |
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| May 31, 2016 |
Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2) |
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| May 31, 2016 |
CSS Industries 8-K (Current Report/Significant Event) Document 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 24, 2016 CSS Industries, Inc. (Exact name of registrant as specified in its charter) Delaware 1-2661 13-1920657 (State or other jurisdiction of incorporation) (Commission |
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| May 31, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report CSS Industries, Inc. (Exact name of registrant as specified in its charter) Delaware 1-2661 13-1920657 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 450 Plymouth Road, Suite 300, Plymouth Meeting, PA 19462 (Address |
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| May 25, 2016 |
Exhibit Exhibit 99.1 FOR FURTHER INFORMATION CONTACT: Vincent A. Paccapaniccia Chief Financial Officer (610) 729-3750 FOR IMMEDIATE RELEASE May 25, 2016 CSS INDUSTRIES, INC. REPORTS RESULTS OF OPERATIONS FOR THE QUARTER AND YEAR ENDED MARCH 31, 2016 ~ Posts Full Year Increases in Sales and Diluted Earnings per Share ~ Consolidated Sales and Product Development Functions ~ Completed Third Acquisiti |
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| May 25, 2016 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 25, 2016 CSS Industries, Inc. (Exact name of registrant as specified in its charter) Delaware 1-2661 13-1920657 (State or other jurisdiction of (Commission (I.R.S. Employer incorp |
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| May 25, 2016 |
CSS Industries 10-K (Annual Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark one) ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2016 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 number 1-2661 CSS INDUSTRIES, INC. |
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| May 25, 2016 |
EX-10.30 6 css-3312016xex1030.htm EXHIBIT 10.30 Exhibit 10.30 AMENDMENT TO EMPLOYMENT AGREEMENT This AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”), dated as of March 23, 2016, amends that certain employment agreement, dated April 1, 2012, as amended as of March 18, 2014 (the “Employment Agreement”), between Lion Ribbon Company, LLC (“LR”), and Carey Edwards (“Employee”). WHEREAS, LR and the |
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| May 25, 2016 |
Exhibit 10.22 CSS INDUSTRIES, INC. FY2017 Management Incentive Program Criteria CSS Industries, Inc. These FY2017 Management Incentive Program Criteria have been approved by the Human Resources Committee (the “Committee”) of the Board of Directors of CSS Industries, Inc. (“CSS” or the “Company”) in connection with the CSS Industries, Inc. Management Incentive Program (the “Program”). All defined t |
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| May 25, 2016 |
Exhibit 10.28 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the “Agreement”) dated as of April 1, 2012 between Lion Ribbon Company, Inc., a Delaware corporation (“LR”) and Carey Edwards (the “Employee”). WHEREAS, the Employee is presently employed by LR, and LR and the Employee are desirous of memorializing the terms and conditions of the Employee’s continued employment with LR during the term of thi |
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| May 25, 2016 |
Exhibit 10.29 AMENDMENT TO EMPLOYMENT AGREEMENT This AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”), dated as of March 18, 2014, amends that certain employment agreement, dated April 1, 2012 (the “Employment Agreement”), between Lion Ribbon Company, LLC (“LR”), and Carey Edwards (“Employee”). WHEREAS, LR and the Employee previously entered into the Employment Agreement, which, among other thi |
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| May 25, 2016 |
Exhibit 10.23 Originally Effective: 10/09/2006 Amended and Restated As Of: 12/29/2008 Amended As Of: 03/23/2016 CSS INDUSTRIES, INC. SEVERANCE PAY PLAN FOR SENIOR MANAGEMENT AND SUMMARY PLAN DESCRIPTION Amended Effective March 23, 2016 INTRODUCTION The purpose of the CSS Industries, Inc. Severance Pay Plan for Senior Management (the “Plan”) is to provide payments on a discretionary basis to certai |
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| March 29, 2016 |
8-K 1 form8-k2015newdirector.htm 8-K 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 23, 2016 CSS Industries, Inc. (Exact name of registrant as specified in its charter) Delaware 1-2661 13-1920657 (State or other jurisdiction |
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| February 11, 2016 |
SC 13G/A 1 css13gadec15.htm CSS AS OF 12/31/2015 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 24) CSS INDS INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 125906107 (CUSIP Number) December 31, 2015 (Date of Event which Requires Filing of Statement) Check the appropriate box to designat |
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| February 9, 2016 |
CSS / CSS Industries, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 15)* CSS INDUSTRIES INC (Name of Issuer) Common Stock (Title of Class of Securities) 125906107 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch |
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| January 25, 2016 |
CSS / CSS Industries, Inc. 10-Q - Quarterly Report - 10-Q 10-Q 1 fy201610-qq3.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2015 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period |
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| January 25, 2016 |
CSS Industries 8-K (Current Report/Significant Event) 8-K 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): January 25, 2016 CSS Industries, Inc. (Exact name of registrant as specified in its charter) Delaware 1-2661 13-1920657 (State or other jurisdiction of incorporation) (Commission |
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| January 25, 2016 |
Exhibit Exhibit 99.1 FOR FURTHER INFORMATION CONTACT: Vincent A. Paccapaniccia Chief Financial Officer (215) 569-9900 FOR IMMEDIATE RELEASE January 25, 2016 CSS INDUSTRIES, INC. REPORTS RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2015 CSS Industries, Inc. (NYSE:CSS) announced today its results of operations for the three and nine months ended December 31, 2015 . Sales fo |
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| December 11, 2015 |
CSS / CSS Industries, Inc. / FARBER JACK - SC 13D/A Activist Investment SC 13D/A 1 schedule13d.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) CSS INDUSTRIES, INC. (Name of Issuer) Common Stock, $0.10 par value (Title of Class of Securities) 125906 10 7 (CUSIP Number) Justin W. Chairman, Esq. Morgan, Lewis & Bockius LLP 1701 Market Street Philadelphia, PA 19103-2921 (215) 963 |
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| October 27, 2015 |
EXHIBIT 10.1 CSS INDUSTRIES, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT This RESTRICTED STOCK UNIT AWARD AGREEMENT (this ?Agreement?), dated as of August 11, 2015 (the ?Date of Grant?), is delivered by CSS Industries, Inc. (the ?Company?) to Rebecca Matthias (the ?Grantee?). RECITALS A. The Board of Directors of the Company (the ?Board?) has decided to make a restricted stock unit grant to Ms. Mat |
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| October 27, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): October 27, 2015 CSS Industries, Inc. (Exact name of registrant as specified in its charter) Delaware 1-2661 13-1920657 (State or other jurisdiction of incorporation) (Commission File |
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| October 27, 2015 |
EX-3.1 2 exhibit31.htm EXHIBIT 3.1 EXHIBIT 3.1 B Y L A W S OF CSS INDUSTRIES, INC. (formerly known as City Stores Company) (a Delaware Corporation) (Amended and Restated as of December 4, 2012) (As further amended on March 19, 2013, May 20, 2014 and July 28, 2015) ARTICLE I Offices and Fiscal Year SECTION 1.01. Registered Office.-The registered office of the corporation shall be in the City of Wil |
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| October 27, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 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 numb |
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| October 27, 2015 |
Exhibit Exhibit 99.1 FOR FURTHER INFORMATION CONTACT: Vincent A. Paccapaniccia Chief Financial Officer (215) 569-9900 FOR IMMEDIATE RELEASE October 27, 2015 CSS INDUSTRIES, INC. REPORTS RESULTS OF OPERATIONS FOR THE THREE- AND SIX MONTHS ENDED SEPTEMBER 30, 2015 CSS Industries, Inc. (NYSE:CSS) announced today its results of operations for the three - and six months ended September 30, 2015 . Sales |
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| July 31, 2015 |
8-K 2015 Annual Meeting Vote and Bylaw Amend UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| July 31, 2015 |
CSS Industries, Inc. (the "Company") Amendment to Bylaws Adopted July 28, 2015 EX-3.1 2 exhitbit31.htm EXHIBIT 3.1 BYLAW AMENDMENT EXHIBIT 3.1 CSS Industries, Inc. (the "Company") Amendment to Bylaws Adopted July 28, 2015 RESOLVED, that having considered the recommendation of the Nominating and Governance Committee, the Board hereby amends Section 4.03 of the Bylaws of the Company by: (i) revising the second sentence thereof to read in its entirety as follows: "No director s |
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| July 28, 2015 |
CSS INDUSTRIES, INC. REPORTS RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2015 2016 Q1 Earnings Release Exhibit 99.1 Exhibit 99.1 FOR FURTHER INFORMATION CONTACT: Vincent A. Paccapaniccia Chief Financial Officer (215) 569-9900 FOR IMMEDIATE RELEASE July 28, 2015 CSS INDUSTRIES, INC. REPORTS RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2015 CSS Industries, Inc. (NYSE:CSS) announced today its results of operations for the three months ended June 30, 2015 , which i |
