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 11, 2009 (March 9,
2009)
RITE
AID CORPORATION
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(Exact
name of registrant as specified in its charter)
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Delaware
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1-5742
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23-1614034
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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30
Hunter Lane, Camp Hill, Pennsylvania
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17011
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant's
telephone number, including area code (717)
761-2633
None
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(Former
Name or Former Address, if Changed Since Last
Report)
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Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[
] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[
] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[
] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[
] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM
3.01. NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING
RULE OR STANDARD, TRANSFER OF LISTING.
Please refer to Item 8.01, which is
incorporated herein by reference.
ITEM
8.01. OTHER EVENTS.
On March 9, 2009, Rite Aid Corporation
(the "Company") issued a press release announcing that its Board of Directors
has delayed effecting the Company’s previously announced reverse stock split
following the New York Stock Exchange's (the "NYSE") recent temporary suspension
of its minimum share price listing rule (as discussed below). The
suspension provides the Company with additional time and flexibility to regain
compliance with the rule. The Company continues to be listed and trade as usual
on the NYSE.
The objective of the reverse stock
split is to ensure that the Company regains compliance with the NYSE minimum
share price listing rule and maintains its listing on the NYSE. On
October 17, 2008, the Company announced plans for either a 1-for-10, 1-for-15 or
1-for-20 reverse stock split after being notified by the NYSE that it was no
longer in compliance with the share price rule (Rule 802.01C of the NYSE's
Listed Company Manual). Stockholders approved the reverse stock split
on December 2, 2008. On February 26, 2009, the NYSE announced that it
is suspending application of the share price rule until June 30, 2009, which
extends the Company’s cure period to regain compliance. Per the rules
of the recent suspension, the Company can now regain compliance by achieving the
required $1.00 closing share price and $1.00 average closing share price over
the preceding 30 consecutive days on any of the following dates: April 16, 2009;
April 30, 2009; May 29, 2009; June 30, 2009; and August 17,
2009. Before the temporary suspension of the share price rule, the
Company’s cure period was to end on April 16, 2009.
The Board of Directors will determine
the exchange ratio and timing of the reverse stock split, if implemented, prior
to or immediately following the end of the suspension period based
on market conditions, the Company’s share price and NYSE rules at
such time. The Board of Directors will base the decision upon its evaluation of
when such action would be most advantageous to the Company and its
stockholders.
A copy of the press release announcing
the decision not to effect the reverse stock split at this time is attached
hereto as Exhibit 99.1 and is incorporated by reference herein.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c)
Exhibits.
99.1
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Press
Release dated March 9, 2009
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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RITE
AID CORPORATION
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Dated:
March 11, 2009
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By:
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/s/
Marc A. Strassler
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Name:
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Marc
A. Strassler
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Title:
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Executive
Vice President,
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General
Counsel and Secretary
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EXHIBIT
INDEX
Exhibit
No.
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Description
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99.1
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Press
Release dated March 9, 2009
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