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~~June 227, 2017 (June 2, 2017)

Panera Bread Company

(Exact name of registrant as specified in its charter)

Delaware		000-19253		04-2723701
(State or other jurisdiction of incorporation)		(~~Commission~~CommissionFile ~~File~~ Number)		(IRS ~~Employer~~EmployerIdentification ~~Identification~~ No.)

3630 South Geyer Road, Suite 100

St. Louis, MO 63127

(Address of principal executive offices)

Registrant’s Telephone Number, Including Area Code: 314-984-1000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions 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)).

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01

Other Events.

OnHSR May 22, 2017, Panera Bread Company, a Delaware corporation (the “Company” or “Panera”), announced that it has established a record date of May 22, 2017, for a special meeting of stockholders of the Company to be held on July 11, 2017. At the special meeting, the stockholders of the Company will be asked to consider and vote to adopt the previously announced Agreement and Plan of Merger (the “Merger Agreement”) among the Company, Rye Parent Corp., a Delaware corporation (“Parent”), Rye Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and JAB Holdings B.V., a private limited liability company incorporated under the laws of the Netherlands (“JAB”), providing for the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent.

~~Additional~~As ~~Information~~previously disclosed, on April 4, 2017, Panera Bread Company, a Delaware corporation (the “Company” or “Panera”), entered into an Agreement and ~~Where~~Plan of Merger (the “Merger Agreement”) with Rye Parent, Corp., a Delaware corporation (“Parent”), Rye Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and JAB Holdings B.V., a private limited liability company incorporated under the laws of the Netherlands (”JAB”), providing for the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. The completion of the Merger is subject, among other conditions, to ~~Find~~the Itexpiration or termination of the waiting period applicable to the Merger pursuant to the requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the rules promulgated thereunder.

~~This~~The Company ~~communication~~filed ~~relates to~~ the ~~proposed~~notification ~~Merger~~and ~~involving~~report ~~Panera,~~forms ~~Parent,~~required ~~Merger~~pursuant ~~Sub,~~to ~~and~~the ~~JAB.~~HSR InAct in connection with the ~~proposed~~ Merger, on May 125, 2017,. ~~Panera~~On ~~has~~June 5, ~~filed~~2017, athe ~~preliminary~~waiting ~~proxy~~period ~~statement~~under ~~on Schedule 14A with~~ the ~~Securities~~HSR ~~and~~Act ~~Exchange~~in ~~Commission~~connection ~~(“SEC”)~~with (the ~~“Proxy~~Merger ~~Statement”).~~expired ~~STOCKHOLDERS ARE URGED TO READ THE PRELIMINARY PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC~~and, ~~INCLUDING~~as ~~THE~~a ~~DEFINITIVE PROXY STATEMENT~~result, ~~CAREFULLY AND IN THEIR ENTIRETY NOW OR WHEN THEY BECOME AVAILABLE BECAUSE THEY DO AND WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.~~ ~~Investors~~the ~~and~~corresponding ~~security~~condition ~~holders will be able~~ to ~~obtain these documents free of charge at~~ the ~~SEC~~parties’s ~~website,~~obligation ~~www.sec.gov,~~to ~~and~~consummate ~~Panera~~the ~~stockholders~~Merger ~~will~~has ~~receive~~been ~~information~~satisfied. atThe anMerger ~~appropriate~~remains ~~time~~subject ~~on how~~ to ~~obtain~~satisfaction ~~Merger-related~~of ~~documents~~other ~~for~~customary ~~free from~~closing ~~Panera~~conditions.

~~Participants~~Securities inLitigation ~~the Distribution~~

~~Panera~~On June 2, ~~Parent~~2017, ~~and~~a ~~their~~putative ~~respective~~class ~~directors~~action ~~and~~complaint ~~executive~~was ~~officers~~filed ~~may~~by beJohn ~~deemed~~Remorenko, toa bepurported ~~participants~~stockholder inof the ~~solicitation~~Company, ofin ~~proxies~~the ~~from~~United ~~the holders~~States ofDistrict Court for the ~~Company’s~~Eastern ~~Class A~~District ~~common~~of ~~stock~~Missouri ~~and~~against ~~Class B~~the ~~common~~Company ~~stock~~and ineach ~~respect~~member of the ~~proposed~~board ~~Merger.~~of directors ~~Information~~of ~~about~~ the ~~directors~~Company ~~and~~in ~~executive~~an ~~officers~~action ofcaptioned ~~Panera~~Remorenko isv. ~~set~~Panera ~~forth~~Bread inCo. ~~the~~et ~~proxy~~al, ~~statement~~Case ~~for~~No. ~~Panera’s~~4:17-cv-01610-DDN. ~~2016~~The complaint ~~Annual~~asserts ~~Meeting~~claims for violations of ~~stockholders,~~Sections ~~which~~14(a) ~~was~~and ~~filed~~20(a) ~~with~~of the ~~SEC~~Securities onExchange ~~April 15,~~Act ~~2016,~~of 1934 and inRule ~~Panera’s~~14a-9 ~~Annual~~promulgated ~~Report~~thereunder onagainst ~~Form 10-K for~~ the ~~fiscal~~Company ~~year~~and ~~ended~~each ~~December 27,~~of ~~2016,~~its ~~which~~directors ~~was~~for ~~filed~~allegedly ~~with the~~disseminating ~~SEC~~a onmaterially ~~February 22,~~incomplete ~~2017.~~and ~~Other~~misleading ~~information~~preliminary ~~regarding~~proxy ~~the~~statement, ~~participants~~filed inwith the ~~proxy~~Securities ~~solicitation~~ and aExchange ~~description~~Commission of(“SEC”) ~~their~~on ~~direct~~May 12, ~~and indirect interests~~2017, byin ~~security~~connection ~~holdings~~with orthe ~~otherwise,~~Merger. ~~will~~The becomplaint ~~contained~~seeks invarious ~~the~~forms ~~Proxy~~of ~~Statement~~relief, ~~and other~~including ~~relevant~~injunctive ~~materials~~relief, tomoney bedamages ~~filed~~and ~~with~~an ~~the~~award ~~SEC in respect~~ of ~~the~~attorneys’ ~~proposed~~fees ~~Merger~~and ~~when they become available~~costs.

~~Cautionary~~Additional ~~Statements~~Information ~~Regarding Forward-Looking~~and ~~Information~~Where to Find It

~~Certain~~This ~~statements contained in this~~ communication ~~and~~relates ~~in our public disclosures, whether written or oral, relating~~ to ~~future~~the ~~events~~proposed orMerger ~~our~~involving ~~future performance~~Panera, ~~including any discussion~~Parent, ~~expressed~~Merger ~~or implied~~Sub, ~~regarding~~and ~~our~~JAB. ~~anticipated~~In ~~growth,~~connection ~~operating~~with ~~results,~~the ~~future~~proposed ~~earnings per share~~Merger, ~~plans~~on June 1, ~~objectives~~2017, ~~the~~Panera ~~impact~~has offiled ~~our~~a ~~investments~~definitive inproxy ~~sales-building initiatives~~statement ~~and operational capabilities~~ on ~~future~~Schedule ~~sales~~14A ~~and~~with ~~earnings, contain forward-looking statements within~~ the ~~meaning~~SEC ~~of Section 27A of~~ (the ~~Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are often identified by the words~~ “~~believe,”~~Proxy ~~“positioned,~~Statement”). ~~“estimate,”~~STOCKHOLDERS ~~“project,”~~ARE ~~“target,”~~URGED ~~“plan,”~~TO ~~“goal,”~~READ ~~“assumption,”~~THE ~~“continue,” “intend,”~~PROXY ~~“expect,”~~STATEMENT ~~“future,”~~AND ~~“anticipate,”~~ANY ~~and~~OTHER ~~other~~RELEVANT ~~similar~~DOCUMENTS ~~expressions,~~FILED ~~whether~~OR inTO ~~the~~BE ~~negative~~FILED orWITH ~~the~~THE ~~affirmative, that are not statements of historical fact. These forward-looking statements are not~~SEC ~~guarantees~~CAREFULLY ofAND ~~future~~IN ~~performance~~THEIR ~~and~~ENTIRETY ~~involve~~NOW ~~certain~~OR ~~risks,~~WHEN ~~uncertainties,~~THEY ~~and~~BECOME ~~assumptions~~AVAILABLE ~~that~~BECAUSE ~~are~~THEY ~~difficult~~DO toAND ~~predict,~~WILL ~~and~~CONTAIN ~~you~~IMPORTANT ~~should~~INFORMATION ~~not~~ABOUT ~~place~~THE ~~undue~~PROPOSED ~~reliance on our forward-looking statements~~MERGER. ~~Our~~Investors ~~actual results~~ and ~~timing~~security ofholders ~~certain~~will ~~events could~~be ~~differ~~able ~~materially~~to ~~from~~obtain ~~those anticipated in~~ these ~~forward-looking~~documents ~~statements~~free ~~as a result~~ of ~~certain~~charge ~~factors,~~at ~~including, but not limited to:~~ the ~~risk that Panera~~ SEC’s ~~stockholders do not approve the proposed Merger; uncertainties as to the timing of the proposed Merger; the conditions to the completion of the proposed Merger may not be satisfied~~website, ~~or the regulatory approvals required for the proposed Merger may not be obtained on the terms expected or on the anticipated schedule; the parties’ ability to meet expectations regarding the timing~~www.sec.gov, ~~completion~~ and ~~accounting~~Panera ~~and~~stockholders ~~tax~~will ~~treatments~~receive ofinformation ~~the~~at ~~proposed~~an ~~Merger;~~appropriate ~~the~~time ~~occurrence~~on ofhow ~~any event, change or other circumstance that could give rise~~ to ~~the~~obtain ~~termination of the~~ Merger ~~Agreement;~~-related ~~the~~documents ~~effect~~for offree ~~the~~from ~~announcement or pendency of the proposed Merger on~~ Panera’s. ~~business relationships, operating results, and~~

~~business~~Participants ~~generally; risks that the proposed Merger disrupts current plans and operations of Panera and potential difficulties~~ in ~~Panera’s employee retention as a result of~~ the ~~proposed Merger;~~Distribution risks related to diverting management’s attention from Panera’s ongoing business operations; the outcome of any legal proceedings that may be instituted against Panera related to the Merger Agreement or the proposed Merger; the amount of the costs, fees, expenses and other charges related to the proposed Merger; and other factors discussed from time to time in our reports filed with the SEC, including our Annual Report on Form 10-K for the fiscal year ended December 27, 2016. All forward-looking statements and the internal projections and beliefs upon which we base our expectations included in this release are made only as of the date of this release and may change. While we may elect to update forward-looking statements at some point in the future, we expressly disclaim any obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

~~SIGNATURES~~Panera, Parent and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the holders of the Company’s Class A common stock and Class B common stock in respect of the proposed Merger. Information about the directors and executive officers of Panera is set forth in the proxy statement for Panera’s 2016 Annual Meeting of stockholders, which was filed with the SEC on April 15, 2016, and in Panera’s Annual Report on Form 10-K for the fiscal year ended December 27, 2016, which was filed with the SEC on February 22, 2017. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement and other relevant materials to be filed with the SEC in respect of the proposed Merger when they become available.

~~Pursuant~~Cautionary toStatements ~~the~~Regarding ~~requirements~~Forward-Looking ofInformation ~~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.~~

		PANERA BREAD COMPANY
Date:	May 23, 2017
		By:	/s/ Louis DiPietro
			Name:	Louis DiPietro
			Title:	Senior Vice President, General Counsel

Certain statements contained in this communication and in our public disclosures, whether written or oral, relating to future events or our future performance, including any discussion, expressed or implied, regarding our anticipated growth, operating results, future earnings per share, plans, objectives, the impact of our investments in sales-building initiatives and operational capabilities on future sales and earnings, contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are often identified by the words “believe,” “positioned,” “estimate,” “project,” “target,” “plan,” “goal,” “assumption,” “continue,” “intend,” “expect,” “future,” “anticipate,” and other similar expressions, whether in the negative or the affirmative, that are not statements of historical fact. These forward-looking statements are not guarantees of future performance and involve certain risks, uncertainties, and assumptions that are difficult to predict, and you should not place undue reliance on our forward-looking statements. Our actual results and timing of certain events could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to: the risk that Panera’s stockholders do not approve the proposed Merger; uncertainties as to the timing of the proposed Merger; the conditions to the completion of the proposed Merger may not be satisfied, or the regulatory approvals required for the proposed Merger may not be obtained on the terms expected or on the anticipated schedule; the parties’ ability to meet expectations regarding the timing, completion and accounting and tax treatments of the proposed Merger; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; the effect of the announcement or pendency of the proposed Merger on Panera’s business relationships, operating results, and business generally; risks that the proposed Merger disrupts current plans and operations of Panera and potential difficulties in Panera’s employee retention as a result of the proposed Merger; risks related to diverting management’s attention from Panera’s ongoing business operations; the outcome of any legal proceedings that may be instituted against Panera related to the Merger Agreement or the proposed Merger; the amount of the costs, fees, expenses and other charges related to the proposed Merger; and other factors discussed from time to time in our reports filed with the SEC, including our Annual Report on Form 10-K for the fiscal year ended December 27, 2016. All forward-looking statements and the internal projections and beliefs upon which we base our expectations included in this release are made only as of the date of this release and may change. While we may elect to update forward-looking statements at some point in the future, we expressly disclaim any obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

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.


	PANERA BREAD COMPANY

Date: June 7, 2017

	By:	/s/ Louis DiPietro
		Name:	Louis DiPietro
		Title:	Senior Vice President, General Counsel

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