SCOO / School Specialty, LLC - Zgłoszenia SEC, Raport roczny, o pełnomocnictwie

SCOO / School Specialty, Inc. / TCW GROUP INC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* School Specialty, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 807864103 (CUSIP Number) The TCW Group, Inc., on behalf of the TCW Business Unit Attn: Meredith Jackson 865 South Figueroa Street Los Angeles, CA 90017 213-244-0896 Wit

Form of Warrant to Purchase Common Stock (Re-Issued Warrants)

Exhibit 99.1 Exhibit 1 Form of Warrant to Purchase Common Stock (Re-Issued Warrants) THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS, AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY ONLY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED (I) PURSUANT TO AN

Form of Warrant to Purchase Common Stock (New Warrants)

Exhibit 99.2 Exhibit 2 Form of Warrant to Purchase Common Stock (New Warrants) THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS, AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY ONLY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED (I) PURSUANT TO AN EFFECT

Annual Report - 10-K/A

10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the fiscal year ended December 28, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the transition period from to Commission File No. 000-24385

- FORM 15

FORM 15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 000-24385 SCHOOL SPECIALTY, INC.

Regulation FD Disclosure

FORM 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 5, 2020 SCHOOL SPECIALTY, INC. (Exact name of registrant as specified in its charter) Delaware 000-24385 39-0971239 (State or other jurisdiction of incorporation) (Commis

SCOO / School Specialty, Inc. / TCW GROUP INC - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* School Specialty, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 807864103 (CUSIP Number) The TCW Group, Inc., on behalf of the TCW Business Unit Attn: Meredith Jackson 865 South Figueroa Street Los Angeles, CA 90017 213-244-0896 With a

Other Events

FORM 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): April 24, 2020 SCHOOL SPECIALTY, INC. (Exact name of registrant as specified in its charter) Delaware 000-24385 39-0971239 (State or other jurisdiction of incorporation) (Com

TENTH AMENDMENT TO LOAN AGREEMENT AND FORBEARANCE AGREEMENT

EXHIBIT 10.2 EXHIBIT 10.2 EXECUTION VERSION TENTH AMENDMENT TO LOAN AGREEMENT AND FORBEARANCE AGREEMENT This TENTH AMENDMENT TO LOAN AGREEMENT AND FORBEARANCE AGREEMENT (this “Agreement”) is entered into on April 6, 2020, with an effective date as of March 13, 2020 (the “Tenth Amendment Effective Date”), by and among SCHOOL SPECIALTY, INC., a Delaware corporation (“Company”), CLASSROOMDIRECT.COM,

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

FORM 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): April 6, 2020 SCHOOL SPECIALTY, INC. (Exact name of registrant as specified in its charter) Delaware 000-24385 39-0971239 (State or other jurisdiction of incorporation) (Comm

SEVENTH AMENDMENT TO LOAN AGREEMENT AND FORBEARANCE AGREEMENT

EXHIBIT 10.1 EXHIBIT 10.1 SEVENTH AMENDMENT TO LOAN AGREEMENT AND FORBEARANCE AGREEMENT This SEVENTH AMENDMENT TO LOAN AGREEMENT AND FORBEARANCE AGREEMENT this "Agreement"), with an effective date as of March 13, 2020, is entered into on April 6, 2020 by and among SCHOOL SPECIALTY, INC., a Delaware corporation ("Borrower"), each Guarantor (as defined in the Loan Agreement) party hereto, the Lender

Subsidiaries of School Specialty, Inc.

EX-21.1 EXHIBIT 21.1 SUBSIDIARIES OF THE REGISTRANT NAME STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION 1. ClassroomDirect.com, LLC Delaware 2. Childcraft Education, LLC Delaware 3. Bird-in-Hand Woodworks, LLC Delaware 4. Frey Scientific, LLC Delaware 5. Sportime, LLC Delaware 6. Sax Arts & Crafts, LLC Delaware 7. Premier Agendas, LLC Delaware 8. School Specialty Canada, Ltd. Canada

School Specialty Provides Fiscal 2019 Results

EXHIBIT 99.1 EXHIBIT 99.1 W6316 Design Drive, Greenville, WI 54942 P.O. Box 1579, Appleton, WI 54912-1579 School Specialty Provides Fiscal 2019 Results Fiscal 2019 Revenue of $626.3 million Fiscal 2019 Adjusted EBITDA of $23.9 million Fiscal 2019 Free Cash Flow of $1.0 million, an improvement of $20.4 million from 2018 GREENVILLE, Wis., April 6, 2020 – School Specialty, Inc. (OTCQB: SCOO) (“Sch

Regulation FD Disclosure, Financial Statements and Exhibits

FORM 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): April 6, 2020 SCHOOL SPECIALTY, INC. (Exact name of registrant as specified in its charter) Delaware 000-24385 39-0971239 (State or other jurisdiction of incorporation) (Comm

Schedule II - Valuation and Qualifying Accounts.

EX-99.1 EXHIBIT 99.1 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS FISCAL 2019 AND FISCAL 2018 Description Date Balance at Beginning of Period Charged to Costs and Expenses Deductions Balance at End of Period Date Allowance for doubtful accounts December 31, 2017 297,000 775,000 (12,000 ) 1,060,000 December 29, 2018 December 30, 2018 1,060,000 791,000 (1,430,000 ) 421,000 December 28, 2019 Restr

Annual Report - 10-K

10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the fiscal year ended December 28, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the transition period from to Commission File No. 000-24385 SCHOOL SPECIALTY, INC.

Description of Registrant’s Securities.

EX-4.2 Exhibit 4.2 SCHOOL SPECIALTY, INC. Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 As of December 28, 2019, School Specialty, Inc. (“School Specialty” “we,” “our,” “us”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: common stock, $0.001 par value, authorized 50,000,000 shares, is

SCOO / School Specialty, Inc. S-8 POS - - FORM S-8

FORM S-8 As filed with the Securities and Exchange Commission on April 3, 2020 Registration No.

SCOO / School Specialty, Inc. S-8 POS - - FORM S-8

FORM S-8 As filed with the Securities and Exchange Commission on April 3, 2020 Registration No.

Other Events

FORM 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 27, 2020 SCHOOL SPECIALTY, INC. (Exact name of registrant as specified in its charter) Delaware 000-24385 39-0971239 (State or other jurisdiction of incorporation) (Com

SCOO / School Specialty, Inc. / Frigate Ventures LP - SC 13G/A Passive Investment

SC 13G/A 1 d891716dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A (Rule 13d-102) (Amendment No. 7) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) School Specialty, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 807

Ninth Amendment to Loan Agreement and Forbearance Agreement, dated as of January 10, 2020, among the Company, certain of its subsidiary borrowers, Bank of America, N.A. and Bank of Montreal as lenders, and Bank of America, N.A., as agent for the lenders, incorporated herein by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, dated January 22, 2020.

EXHIBIT 10.2 EXHIBIT 10.2 EXECUTION VERSION NINTH AMENDMENT TO LOAN AGREEMENT AND FORBEARANCE AGREEMENT This NINTH AMENDMENT TO LOAN AGREEMENT AND FORBEARANCE AGREEMENT (this “Agreement”) is entered into on January 22, 2020, with an effective date as of January 10, 2020, by and among SCHOOL SPECIALTY, INC., a Delaware corporation (“Company”), CLASSROOMDIRECT.COM, LLC, a Delaware limited liability

Sixth Amendment to Loan Agreement and Forbearance Agreement, dated as of January 10, 2020, among the Company, as borrower, certain of its subsidiaries, as guarantors, the financial institutions party thereto, as lenders and TCW Asset Management Company LLC, as the agent, incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, dated January 22, 2020.

EXHIBIT 10.1 EXHIBIT 10.1 SIXTH AMENDMENT TO LOAN AGREEMENT AND FORBEARANCE AGREEMENT This SIXTH AMENDMENT TO LOAN AGREEMENT AND FORBEARANCE AGREEMENT this "Agreement"), with an effective date as of January 10, 2020, is entered into on January 22, 2020 by and among SCHOOL SPECIALTY, INC., a Delaware corporation ("Borrower"), each Guarantor (as defined in the Loan Agreement) party hereto, the Lende

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

FORM 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 22, 2020 SCHOOL SPECIALTY, INC. (Exact name of registrant as specified in its charter) Delaware 000-24385 39-0971239 (State or other jurisdiction of incorporation) (C

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

FORM 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 6, 2020 SCHOOL SPECIALTY, INC. (Exact name of registrant as specified in its charter) Delaware 000-24385 39-0971239 (State or other jurisdiction of incorporation) (Co

Third Lien Intercreditor Agreement, dated January 6, 2020, by and among School Specialty, Inc., TCW Asset Management Company LLC, Bank of America, N.A., and U.S. Bank National Association, incorporated herein by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, dated January 6, 2020.

EXHIBIT 10.2 EXHIBIT 10.2 EXECUTION VERSION THIRD LIEN INTERCREDITOR AGREEMENT This THIRD LIEN INTERCREDITOR AGREEMENT (this "Agreement") is dated as of January 6, 2020, and entered into by and between (i) TCW ASSET MANAGEMENT COMPANY LLC, as collateral agent for the Term Loan Claimholders (as defined below) (including its successors and assigns in such capacity from time to time, the "Term Loan A

Third Lien Security Agreement, dated January 6, 2020, by and among School Specialty, Inc., certain of its subsidiaries, and U.S. Bank National Association, as agent, incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, dated January 6, 2020.

EXHIBIT 10.1 EXHIBIT 10.1 EXECUTION VERSION The liens and security interests securing the obligations as evidenced hereby are subject to the provisions of the Third Lien Intercreditor Agreement dated as of January 6, 2020 (as amended or modified from time to time), by and among TCW Asset Management Company LLC, as Term Loan Agent, Bank of America, N.A., as Revolving Loan Agent, and U.S. Bank Natio

SCOO / School Specialty, Inc. / TCW GROUP INC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

Unregistered Sales of Equity Securities, Financial Statements and Exhibits

FORM 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): December 31, 2019 SCHOOL SPECIALTY, INC. (Exact name of registrant as specified in its charter) Delaware 000-24385 39-0971239 (State or other jurisdiction of incorporation) (

Warrant to Purchase Common Stock, incorporated herein by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, dated December 31, 2019.

EXHIBIT 4.1 EXHIBIT 4.1 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS, AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY ONLY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED (I) PURSUANT TO AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICAB

SCOO / School Specialty, Inc. / ZAZOVE ASSOCIATES LLC - SCHEDULE 13 G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities & Exchange Act of 1934 (Amendment No. 5)* School Specialty, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 807864103 (CUSIP number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

First Amendment to Guarantee and Collateral Agreement, dated as of November 22, 2019, by and among School Specialty, Inc., as borrower, certain of its subsidiaries, as guarantors, and TCW Asset Management Company, LLC, as agent, incorporated herein by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K, dated December 2, 2019.

EXHIBIT 10.3 EXHIBIT 10.3 FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT THIS FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT (this "Amendment"), with an effective date as of November 22, 2019, is made on December 2, 2019 by and among SCHOOL SPECIALTY, INC., a Delaware corporation ("Borrower"), each Guarantor (as defined in the Guarantee and Collateral Agreement) party hereto and TCW

Fifth Amendment, dated as of November 22, 2019, to the Loan Agreement, dated as of April 7, 2017, by and among School Specialty, Inc., as borrower, certain of its subsidiaries, as guarantors, the financial parties thereto, as lenders, and TCW Asset Management Company, LLC, as agent, incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, dated December 2, 2019.

EXHIBIT 10.1 EXHIBIT 10.1 FIFTH AMENDMENT TO LOAN AGREEMENT AND FORBEARANCE AGREEMENT This FIFTH AMENDMENT TO LOAN AGREEMENT AND FORBEARANCE AGREEMENT this "Agreement"), with an effective date as of November 22, 2019, is entered into on December 2, 2019 by and among SCHOOL SPECIALTY, INC., a Delaware corporation ("Borrower"), each Guarantor (as defined in the Loan Agreement) party hereto, the Lend

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

FORM 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): December 2, 2019 SCHOOL SPECIALTY, INC. (Exact name of registrant as specified in its charter) Delaware 000-24385 39-0971239 (State or other jurisdiction of incorporation) (C

Eighth Amendment, dated as of November 22, 2019, to the Loan Agreement dated as of June 11, 2013, by and among School Specialty, Inc. and certain of its subsidiaries, as borrowers, Bank of America, N.A. and Bank of Montreal, as lenders, Bank of Montreal as syndication agent, and Bank of America, N.A., as agent for the lenders, incorporated herein by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, dated December 2, 2019.

EXHIBIT 10.2 EXHIBIT 10.2 EXECUTION VERSION EIGHTH AMENDMENT TO LOAN AGREEMENT AND FORBEARANCE AGREEMENT This EIGHTH AMENDMENT TO LOAN AGREEMENT AND FORBEARANCE AGREEMENT (this “Agreement”) is entered into on December 2, 2019, with an effective date as of November 22, 2019, by and among SCHOOL SPECIALTY, INC., a Delaware corporation (“Company”), CLASSROOMDIRECT.COM, LLC, a Delaware limited liabili

First Amendment to Amended and Restated Guarantee and Collateral Agreement, dated as of November 22, 2019, by and among School Specialty, Inc. as a borrower, certain of its subsidiaries, as borrowers and guarantors, and Bank of America, N.A., as agent, incorporated herein by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K, dated December 2, 2019.

EXHIBIT 10.4 EXHIBIT 10.4 EXECUTION VERSION FIRST AMENDMENT TO AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT THIS FIRST AMENDMENT TO AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT (this “Amendment”), entered into on December 2, 2019, with an effective date as of November 22, 2019, is made by and among SCHOOL SPECIALTY, INC., as a Borrower, the other BORROWERS and GUARANTORS part

EX-99.2

EX-99.2 3 exhibit992.htm FISCAL Q3 2019 INVESTOR PRESENTATION DATED NOVEMBER 12, 2019 EXHIBIT 99.2

Regulation FD Disclosure, Financial Statements and Exhibits

FORM 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 12, 2019 SCHOOL SPECIALTY, INC. (Exact name of registrant as specified in its charter) Delaware 000-24385 39-0971239 (State or other jurisdiction of incorporation) (

2

EXHIBIT 99.1 EXHIBIT 99.1 School Specialty, Inc. (SCOO) CEO Michael Buenzow on Q3 2019 Results - Earnings Call Transcript School Specialty, Inc. (OTCQB:SCOO) Q3 2019 Earnings Conference Call November 13, 2019 9:00 AM ET Company Participants Jake Candler - FTI Consulting Michael Buenzow - Interim Chief Executive Officer Ryan Bohr - Chief Operating Officer Kevin Baehler - Chief Financial Officer Con

School Specialty Announces Fiscal Year 2019 Third Quarter Financial Results

EXHIBIT 99.1 EXHIBIT 99.1 W6316 Design Drive, Greenville, WI 54942 P.O. Box 1579, Appleton, WI 54912-1579 School Specialty Announces Fiscal Year 2019 Third Quarter Financial Results · Third quarter revenue of $278.5 million · Third quarter operating income of $22.5 million · Third quarter Adjusted EBITDA of $37.5 million · Updating 2019 revenue guidance to be slightly below our previously disclose

Regulation FD Disclosure, Financial Statements and Exhibits

FORM 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 12, 2019 SCHOOL SPECIALTY, INC. (Exact name of registrant as specified in its charter) Delaware 000-24385 39-0971239 (State or other jurisdiction of incorporation) (

Seventh Amendment, dated as of October 28, 2019, to the Loan Agreement dated as of June 11, 2013, by and among School Specialty, Inc. and certain of its subsidiaries, as borrowers, Bank of America, N.A. and Bank of Montreal, as lenders, and Bank of America, N.A., as agent for the lenders, incorporated herein by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 28, 2019.

EX-10.2 Exhibit 10.2 SEVENTH AMENDMENT TO LOAN AGREEMENT THIS SEVENTH AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is entered into as of October 28, 2019, by and among SCHOOL SPECIALTY, INC., a Delaware corporation (“Company”), CLASSROOMDIRECT.COM, LLC, a Delaware limited liability company (“Classroom”), SPORTIME, LLC, a Delaware limited liability company (“Sportime”), DELTA EDUCATION, LLC, a De

Fourth Amendment, dated as of October 28, 2019, to the Loan Agreement, dated as of April 7, 2017, by and among School Specialty, Inc., as borrower, certain of its subsidiaries, as guarantors, the financial parties thereto, as lenders, and TCW Asset Management Company, LLC, as agent, incorporated herein by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 28, 2019.

EX-10.1 Exhibit 10.1 FOURTH AMENDMENT TO LOAN AGREEMENT THIS FOURTH AMENDMENT TO LOAN AGREEMENT (this “Amendment”), with an effective date as of October 28, 2019, is made by and among SCHOOL SPECIALTY, INC., a Delaware corporation (“Borrower”), each Guarantor (as defined in the Loan Agreement) party hereto, the Lenders identified on the signature pages hereof and TCW ASSET MANAGEMENT COMPANY LLC,

SCOO / School Specialty, Inc. 10-Q - Quarterly Report - 10-Q

10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 28, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 000-24385 SCHOOL SPECIALTY, INC.

Financial Statements and Exhibits, Other Events

FORM 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 9, 2019 SCHOOL SPECIALTY, INC. (Exact name of registrant as specified in its charter) Delaware 000-24385 39-0971239 (State or other jurisdiction of incorporation) (Co

School Specialty Announces Exploration of Strategic Alternatives

EXHIBIT 99.1 EXHIBIT 99.1 W6316 Design Drive, Greenville, WI 54942 P.O. Box 1579, Appleton, WI 54912-1579 School Specialty Announces Exploration of Strategic Alternatives GREENVILLE, Wis., October 9, 2019 – School Specialty, Inc. (OTCQB: SCOO) (“School Specialty”, “SSI” or “the Company”), a leading provider of innovative products, learning materials and solutions that support integrated learning e

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 form8k.htm FORM 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): September 20, 2019 SCHOOL SPECIALTY, INC. (Exact name of registrant as specified in its charter) Delaware 000-24385 39-0971239 (State or other jurisdiction o

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 scoo8k.htm FORM 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): September 12, 2019 SCHOOL SPECIALTY, INC. (Exact name of registrant as specified in its charter) Delaware 000-24385 39-0971239 (State or other jurisdiction o

School Specialty Announces Fiscal Year 2019 Second Quarter Financial Results

EX-99.1 Exhibit 99.1 W6316 Design Drive, Greenville, WI 54942 P.O. Box 1579, Appleton, WI 54912-1579 School Specialty Announces Fiscal Year 2019 Second Quarter Financial Results • Second quarter revenue of $160.6 million • Second quarter operating income of $1.8 million • Second quarter Adjusted EBITDA of $10.3 million • Executes new 10-year exclusive licensing agreement for FOSS Science Curriculu

Safe Harbor Statement This presentation contains statements about School Specialty’s future financial condition, results of operations, equity value, expectations, plans, or prospects, including information under the heading “Fiscal 2019 Full Year Gu

EX-99.2 Fiscal Q2 2019 Investor Update August 12, 2019 Exhibit 99.2 Safe Harbor Statement This presentation contains statements about School Specialty’s future financial condition, results of operations, equity value, expectations, plans, or prospects, including information under the heading “Fiscal 2019 Full Year Guidance”, “Peak Season Update – H2 2019 Outlook”, and the information regarding our

Regulation FD Disclosure, Financial Statements and Exhibits

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 12, 2019 SCHOOL SPECIALTY, INC. (Exact name of registrant as specified in its charter) Delaware 000-24385 39-0971239 (State or other jurisdiction of incorporation) (Commiss

SCOO / School Specialty, Inc. 10-Q - Quarterly Report - 10-Q

10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: FOR THE QUARTERLY PERIOD ENDED JUNE 29, 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: 000-24385 SCHOOL SPECIALTY, INC.

Submission of Matters to a Vote of Security Holders

8-K 1 form8k.htm FORM 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 6, 2019 SCHOOL SPECIALTY, INC. (Exact name of registrant as specified in its charter) Delaware 000-24385 39-0971239 (State or other jurisdiction of inco

EX-99.2

EXHIBIT 99.2 EXHIBIT 99.2

Regulation FD Disclosure, Financial Statements and Exhibits

FORM 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 8, 2019 SCHOOL SPECIALTY, INC. (Exact name of registrant as specified in its charter) Delaware 000-24385 39-0971239 (State or other jurisdiction of incorporation) (Commis

School Specialty Announces Fiscal Year 2019 First Quarter Financial Results

EXHIBIT 99.1 EXHIBIT 99.1 W6316 Design Drive, Greenville, WI 54942 P.O. Box 1579, Appleton, WI 54912-1579 School Specialty Announces Fiscal Year 2019 First Quarter Financial Results · Revenue of $95.9 million · Operating Loss of $20.8 million · Adjusted EBITDA loss of $13.9 million · Reiterating Fiscal 2019 EBITDA guidance GREENVILLE, Wis., May 8, 2019 – School Specialty, Inc. (OTCQB: SCOO) (“Scho

SCOO / School Specialty, Inc. 10-Q Quarterly Report 10-Q

10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: FOR THE QUARTERLY PERIOD ENDED MARCH 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: 000-24385 SCHOOL SPECIALTY, INC.

SCOO / School Specialty, Inc. DEF 14A DEF 14A

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 ☒ 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))

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 form8k.htm 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 15, 2019 SCHOOL SPECIALTY, INC. (Exact name of registrant as specified in its charter) Delaware 000-24385 39-0971239 (State or other jurisdiction of incorporati

Third Amendment, dated as of March 13, 2019, to the Loan Agreement, dated as of April 7, 2017, by and among School Specialty, Inc., as borrower, certain of its subsidiaries, as guarantors, the financial parties thereto, as lenders, and TCW Asset Management Company, LLC, as agent, incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, dated March 13, 2019.

EX-10.1 2 d725731dex101.htm EX-10.1 Exhibit 10.1 THIRD AMENDMENT TO LOAN AGREEMENT THIS THIRD AMENDMENT TO LOAN AGREEMENT (this “Amendment”), with an effective date as of December 29, 2018, is made by and among SCHOOL SPECIALTY, INC., a Delaware corporation (“Borrower”), each Guarantor (as defined in the Loan Agreement) party hereto, the Lenders identified on the signature pages hereof and TCW ASS

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 13, 2019 SCHOOL SPECIALTY, INC. (Exact name of registrant as specified in its charter) Delaware 000-24385 39-0971239 (State or other jurisdiction of incorporation) (Commissi

Sixth Amendment, dated as of March 13, 2019, to the Loan Agreement dated as of June 11, 2013, by and among School Specialty, Inc. and certain of its subsidiaries, as borrowers, Bank of America, N.A. and Bank of Montreal, as lenders, Bank of Montreal as syndication agent, and Bank of America, N.A., as agent for the lenders, incorporated herein by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, dated March 13, 2019.

EX-10.2 Exhibit 10.2 EXECUTION VERSION SIXTH AMENDMENT TO LOAN AGREEMENT THIS SIXTH AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is entered into as of March 13, 2019 with an effective date as of December 29, 2018, by and among SCHOOL SPECIALTY, INC., a Delaware corporation (“Company”), CLASSROOMDIRECT.COM, LLC, a Delaware limited liability company (“Classroom”), SPORTIME, LLC, a Delaware limited

School Specialty, Inc.

EXHIBIT 99.2 EXHIBIT 99.2 School Specialty, Inc. (OTCQB:SCOO) Q4 2018 Earnings Conference Call March 14, 2019 9:00 AM ET Company Participants Ben Herskowitz - FTI Consulting Michael Buenzow - Interim President and CEO Ryan Bohr - EVP and COO Kevin Baehler - EVP and CFO Conference Call Participants Kevin Tracey - Oberon Asset Management. Craig Carlozzi - Bulwark Patrick Retzer - Retzer Capital Oper

Regulation FD Disclosure, Financial Statements and Exhibits

FORM 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 14, 2019 SCHOOL SPECIALTY, INC. (Exact name of registrant as specified in its charter) Delaware 000-24385 39-0971239 (State or other jurisdiction of incorporation) (Com

School Specialty Provides Fiscal 2018 Results and Fiscal 2019 Guidance

EXHIBIT 99.1 EXHIBIT 99.1 W6316 Design Drive, Greenville, WI 54942 P.O. Box 1579, Appleton, WI 54912-1579 School Specialty Provides Fiscal 2018 Results and Fiscal 2019 Guidance · Fiscal 2018 Revenue of $673.5 million, an increase of 2.3% year-over-year · Fiscal 2018 Adjusted EBITDA of $35.1 million · Fiscal 2018 Operating Loss of $18.4M, inclusive of $22.3M non-cash impairment charge · Fiscal 2019

EX-99.3

EXHIBIT 99.3 EXHIBIT 99.3

Subsidiaries of School Specialty, Inc.

EX-21.1 EXHIBIT 21.1 SUBSIDIARIES OF THE REGISTRANT NAME STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION 1. ClassroomDirect.com, LLC Delaware 2. Childcraft Education, LLC Delaware 3. Bird-in-Hand Woodworks, LLC Delaware 4. Frey Scientific, LLC Delaware 5. Sportime, LLC Delaware 6. Sax Arts & Crafts, LLC Delaware 7. Premier Agendas, LLC Delaware 8. Premier School Agendas, Ltd. Canada 9

Schedule II—Valuation and Qualifying Accounts.

EX-99.1 9 d696285dex991.htm EX-99.1 EXHIBIT 99.1 SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS FISCAL 2018, FISCAL 2017, AND FISCAL 2016 Description Date Balance at Beginning of Period Charged to Costs and Expenses Charged to Other Accounts Deductions Balance at End of Period Date Allowance for doubtful accounts December 27, 2015 1,077,000 750,000 — (1,391,000 ) 436,000 December 31, 2016 January 1

SCOO / School Specialty, Inc. 10-K (Annual Report)

10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the fiscal year ended December 29, 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 No. 000-24385 SCHOOL SPECIALTY, INC.

SCOO / School Specialty, Inc. / SAYBROOK CORPORATE OPPORTUNITY FUND II, L.P. Passive Investment

SC 13G/A 1 saybrook-scoo123118a2.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* School Specialty, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Common Stock of Securities) 807864103 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check th

SCOO / School Specialty, Inc. / Frigate Ventures LP - SC 13G/A Passive Investment

SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A (Rule 13d-102) (Amendment No.

JOINT FILING AGREEMENT

EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, $0.001 par value, of School Specialty, Inc., a Delaware corporation, and further agree that

Resignation and General Release Agreement, dated February 1, 2019, between the Company and Joseph M. Yorio, incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, dated February 1, 2019.

EX-10.1 2 d699598dex101.htm EX-10.1 Exhibit 10.1 RESIGNATION AND GENERAL RELEASE AGREEMENT THIS RESIGNATION AND GENERAL RELEASE AGREEMENT (this “Agreement”) is made and entered into as of the Effective Date, defined in Section 6(d) below, by and between, Joseph M. Yorio, an individual (the “Executive”), and School Specialty, Inc. (the “Company”). WHEREAS, the Company and the Executive (the “Partie

Engagement Agreement, dated February 1, 2019, between the Company and FTI Consulting, Inc., incorporated herein by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, dated February 1, 2019.

EX-10.2 3 d699598dex102.htm EX-10.2 Exhibit 10.2 CONFIDENTIAL February 1, 2019 Mr. Scott Scharfman Director School Specialty, Inc. W6316 Design Drive Greenville, WI 54942 Re: Project School – Interim CEO Dear Mr. Scharfman: The purpose of this letter is to confirm the understanding and agreement (the “Agreement”) between School Specialty, Inc., (the “Client” or “SSI”) and FTI Consulting, Inc. (“FT

Financial Statements and Exhibits

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 1, 2019 SCHOOL SPECIALTY, INC. (Exact name of registrant as specified in its charter) Delaware 000-24385 39-0971239 (State or other jurisdiction of incorporation) (Commis

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

FORM 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, 2018 SCHOOL SPECIALTY, INC. (Exact name of registrant as specified in its charter) Delaware 000-24385 39-0971239 (State or other jurisdiction of incorporation) (C

Second Amendment, dated as of November 7, 2018, to the Loan Agreement, dated as of April 7, 2017, by and among School Specialty, Inc., as borrower, certain of its subsidiaries, as guarantors, the financial parties thereto, as lenders, and TCW Asset Management Company, LLC, as agent, incorporated by reference to School Specialty’s Current Report on Form 8-K dated November 7, 2018.

EXHIBIT 10.1 EXHIBIT 10.1 SECOND AMENDMENT TO LOAN AGREEMENT THIS SECOND AMENDMENT TO LOAN AGREEMENT (this "Amendment"), with an effective date as of September 29, 2018, is made by and among SCHOOL SPECIALTY, INC., a Delaware corporation ("Borrower"), each Guarantor (as defined in the Loan Agreement) party hereto, the Lenders identified on the signature pages hereof and TCW ASSET MANAGEMENT COMPAN

Fifth Amendment, dated as of November 7, 2018, to the Loan Agreement dated as of June 11, 2013, by and among School Specialty, Inc. and certain of its subsidiaries, as borrowers, Bank of America, N.A. and Bank of Montreal, as lenders, Bank of Montreal as syndication agent, and Bank of America, N.A., as agent for the lenders, incorporated by reference to School Specialty’s Current Report on Form 8-K dated November 7, 2018.

EX-10.2 3 exhibit102.htm FIFTH AMENDMENT TO LOAN AGREEMENT EXHIBIT 10.2 FIFTH AMENDMENT TO LOAN AGREEMENT THIS FIFTH AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is entered into as of November 7, 2018 by and among SCHOOL SPECIALTY, INC., a Delaware corporation (“Company”), CLASSROOMDIRECT.COM, LLC, a Delaware limited liability company (“Classroom”), SPORTIME, LLC, a Delaware limited liability co

Regulation FD Disclosure, Financial Statements and Exhibits

SCHOOL SPECIALTY, INC. 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 8, 2018 SCHOOL SPECIALTY, INC. (Exact name of registrant as specified in its charter) Delaware 000-24385 39-0971239 (State or other jurisdiction of inc

EX-99

EXHIBIT 99.1 *

School Specialty Announces Fiscal Year 2018 Third Quarter Financial Results

EXHIBIT 99.1 EXHIBIT 99.1 W6316 Design Drive, Greenville, WI 54942 P.O. Box 1579, Appleton, WI 54912-1579 NEWS RELEASE School Specialty Announces Fiscal Year 2018 Third Quarter Financial Results GREENVILLE, Wis., November 8, 2018 – School Specialty, Inc. (OTCQB: SCOO) (“School Specialty”, “SSI” or the “Company”), home of the 21st Century Safe School™ and leading provider of products and innovative

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 form8k.htm FORM 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 8, 2018 SCHOOL SPECIALTY, INC. (Exact name of registrant as specified in its charter) Delaware 000-24385 39-0971239 (State or other jurisdiction of

SCOO / School Specialty, Inc. 10-Q (Quarterly Report)

10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 29, 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: 000-24385 SCHOOL SPECIALTY, INC.

SCOO / School Specialty, Inc. AMENDMENT NO. 6 TO FORM S-1

AMENDMENT NO. 6 TO FORM S-1 Registration No. 333-192475 As filed with the Securities and Exchange Commission on August 14, 2018 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 6 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 School Specialty, Inc. (Exact name of registrant as specified in its charter) Delaware (State or othe

Fourth Amendment, dated as of August 9, 2018, to the Loan Agreement among School Specialty, Inc. and certain of its subsidiaries, as borrowers, Bank of America, N.A. and Bank of Montreal, as lenders, Bank of Montreal as syndication agent, and Bank of America, N.A., as agent for the lenders, incorporated by reference to Exhibit 10.1 of School Specialty’s Quarterly Report on Form 10-Q for the quarter ended September 29, 2018.

EXHIBIT 10.2 EXHIBIT 10.2 FOURTH AMENDMENT TO LOAN AGREEMENT THIS FOURTH AMENDMENT TO LOAN AGREEMENT (this "Amendment") is entered into as of August 9, 2018 by and among SCHOOL SPECIALTY, INC., a Delaware corporation ("Company"), CLASSROOMDIRECT.COM, LLC, a Delaware limited liability company ("Classroom"), SPORTIME, LLC, a Delaware limited liability company ("Sportime"), DELTA EDUCATION, LLC, a De

First Amendment dated as of August 9, 2018 to the Loan Agreement, dated as of April 7, 2017, by and between School Specialty, Inc., as borrower, certain of its subsidiaries, as guarantors, the financial parties party thereto, as lenders, and TCW Asset Management Company, LLC, as agent, incorporated by reference to Exhibit 10.1 of School Specialty’s Quarterly Report on Form 10-Q for the quarter ended September 29, 2018.

EXHIBIT 10.1 EXHIBIT 10.1 FIRST AMENDMENT TO LOAN AGREEMENT THIS FIRST AMENDMENT TO LOAN AGREEMENT (this "Amendment") is entered into as of August 9, 2018 by and among SCHOOL SPECIALTY, INC., a Delaware corporation ("Borrower"), each Guarantor (as defined in the Loan Agreement) party hereto, the Lenders identified on the signature pages hereof and TCW ASSET MANAGEMENT COMPANY, as agent for the Len

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

FORM 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 9, 2018 SCHOOL SPECIALTY, INC. (Exact name of registrant as specified in its charter) Delaware 000-24385 39-0971239 (State or other jurisdiction of incorporation) (Com

SCOO / School Specialty, Inc. FORM S-8

SCHOOL SPECIALTY, INC. As filed with the Securities and Exchange Commission on August 9, 2018 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SCHOOL SPECIALTY, INC. (Exact name of registrant as specified in its charter) DELAWARE 39-0971239 (State or other jurisdiction of incorporation or organization)

EX-99

EXHIBIT 99.2 EXHIBIT 99.2

School Specialty Announces Fiscal Year 2018 Second Quarter Financial Results

EXHIBIT 99.1 EXHIBIT 99.1 W6316 Design Drive, Greenville, WI 54942 P.O. Box 1579, Appleton, WI 54912-1579 NEWS RELEASE School Specialty Announces Fiscal Year 2018 Second Quarter Financial Results GREENVILLE, Wis., August 7, 2018 – School Specialty, Inc. (OTCQB: SCOO) (“School Specialty”, “SSI” or “the Company”), home of the 21st Century Safe School™ and leading provider of products and innovative

Regulation FD Disclosure, Financial Statements and Exhibits

FORM 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 7, 2018 SCHOOL SPECIALTY, INC. (Exact name of registrant as specified in its charter) Delaware 000-24385 39-0971239 (State or other jurisdiction of incorporation) (Com

SCOO / School Specialty, Inc. 10-Q (Quarterly Report)

10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ 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: 000-24385 SCHOOL SPECIALTY, INC.

Form of Executive Restricted Stock Unit Agreement under the School Specialty, Inc. 2014 Incentive Plan, as amended, incorporated by reference to Exhibit 10.2 of School Specialty’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018.

EX-10.2 EXHIBIT 10.2 SCHOOL SPECIALTY, INC. 2014 INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT (EXECUTIVE OFFICER) School Specialty, Inc. (the “Company”) hereby grants you a Restricted Stock Unit Award (the “RSU Award”) under the 2014 Incentive Plan of School Specialty, Inc. (the “Plan”). This RSU Award entitles you to a number of shares of the Company’s common stock (the “Shares”) equal to the n

Form of Director Restricted Stock Unit Agreement under the School Specialty, Inc 2014 Incentive Plan, as amended.

EX-10.3 EXHIBIT 10.3 SCHOOL SPECIALTY, INC. 2014 INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT (NON-EMPLOYEE DIRECTOR) School Specialty, Inc. (the “Company”) hereby grants you restricted stock units (each, an “RSU Award”) under the 2014 Incentive Plan of School Specialty, Inc., as amended (the “Plan”). This RSU Award entitles you to a number of shares of the Company’s common stock (the “Shares”)

School Specialty, Inc. 2014 Incentive Plan, as amended, incorporated by reference to Exhibit 10.1 of School Specialty’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018.

EX-10.1 EXHIBIT 10.1 2014 INCENTIVE PLAN OF SCHOOL SPECIALTY, INC. (AMENDED EFFECTIVE APRIL 9, 2018) (Initially approved by the Board of Directors on April 24, 2014 and amended on May 22, 2014, initially approved by the stockholders at the 2014 Annual Meeting on September 4, 2014, and amended by the Board of Directors on April 9, 2018, subject to stockholders’ approval at the 2018 Annual Meeting)

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

FORM 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 5, 2018 SCHOOL SPECIALTY, INC. (Exact name of registrant as specified in its charter) Delaware 000-24385 39-0971239 (State or other jurisdiction of incorporation) (Commi

SCOO / School Specialty, Inc. / ZAZOVE ASSOCIATES LLC - SCHEDULE 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment Number 4)* School Specialty, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 807864103 (CUSIP Number) Steven M. Kleiman c/o Zazove Associates, LLC 1001 Tahoe Blvd. Incline Village, Nevada 89451 (775) 298-7500 (Name,

SCOO / School Specialty, Inc. / Mill Road Capital II, L.P. - AMENDMENT NO. 2 TO SCHEDULE 13D Activist Investment

Amendment No. 2 to Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* School Specialty, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 807864103 (CUSIP Number) Mill Road Capital II, L.P. Attn: Thomas E. Lynch 382 Greenwich Avenue Suite One Greenwich, CT 0

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

FORM 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 12, 2018 SCHOOL SPECIALTY, INC. (Exact name of registrant as specified in its charter) Delaware 000-24385 39-0971239 (State or other jurisdiction of incorporation) (Comm

Regulation FD Disclosure, Financial Statements and Exhibits

FORM 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 4, 2018 SCHOOL SPECIALTY, INC. (Exact name of registrant as specified in its charter) Delaware 000-24385 39-0971239 (State or other jurisdiction of incorporation) (Commi

EX-99.1

EXHIBIT 99.1 EXHIBIT 99.1 *

SCOO / School Specialty, Inc. / Steel Excel Inc. - AMENDMENT NO. 5 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 sc13da50419706605172018.htm AMENDMENT NO. 5 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 5)1 SCHOOL SPECIALTY, INC. (Name of Issuer) Common Stock, par value $0.001 (Title of

SCOO / School Specialty, Inc. / Mill Road Capital II, L.P. - AMENDMENT NO. 1 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 d564271dsc13da.htm AMENDMENT NO. 1 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* School Specialty, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 807864103 (CUSIP Number) Mill Road Capital II, L.P. Attn: Thomas E. Lynch 382 Greenwich Av

School Specialty Announces Fiscal Year 2018 First Quarter Financial Results

EX-99.1 2 exhibit991.htm PRESS RELEASE DATED MAY 10, 2018 EXHIBIT 99.1 W6316 Design Drive, Greenville, WI 54942 P.O. Box 1579, Appleton, WI 54912-1579 NEWS RELEASE School Specialty Announces Fiscal Year 2018 First Quarter Financial Results GREENVILLE, Wis., May 9, 2018 – School Specialty, Inc. (OTCQB: SCOO) (“School Specialty”, “SSI” or “the Company”), a leading distributor of supplies, furniture

Regulation FD Disclosure, Financial Statements and Exhibits

FORM 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 9, 2018 SCHOOL SPECIALTY, INC. (Exact name of registrant as specified in its charter) Delaware 000-24385 39-0971239 (State or other jurisdiction of incorporation) (Commis

EX-99.2

EXHIBIT 99.2 EXHIBIT 99.2

SCOO / School Specialty, Inc. FORM 10-Q (Quarterly Report)

FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: FOR THE QUARTERLY PERIOD 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: 000-24385 SCHOOL SPECIALTY, INC.

SCOO / School Specialty, Inc. DEF 14A

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 ☒ 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))

SCOO / School Specialty, Inc. / Steel Excel Inc. - AMENDMENT NO. 4 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 4)1 SCHOOL SPECIALTY, INC. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 807863 10 5 (CUSIP Number) Warren G. Lichtenstein

EX-99.1

EXHIBIT 99.1 EXHIBIT 99.1 *

Regulation FD Disclosure, Financial Statements and Exhibits

FORM 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): April 9, 2018 SCHOOL SPECIALTY, INC. (Exact name of registrant as specified in its charter) Delaware 000-24385 39-0971239 (State or other jurisdiction of incorporation) (Comm

EX-99.1

EXHIBIT 99.1 EXHIBIT 99.1 *

Regulation FD Disclosure, Financial Statements and Exhibits

FORM 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, 2018 SCHOOL SPECIALTY, INC. (Exact name of registrant as specified in its charter) Delaware 000-24385 39-0971239 (State or other jurisdiction of incorporation) (Com

School Specialty, Inc (2017 Year-End Call) March 15, 2018

EXHIBIT 99.1 EXHIBIT 99.1 School Specialty, Inc (2017 Year-End Call) March 15, 2018 Corporate Speakers: · Glenn Wiener; School Specialty, Inc; IR · Joe Yorio; School Specialty, Inc; President, CEO · Ryan Bohr; School Specialty, Inc; EVP, COO · Kevin Baehler; School Specialty, Inc; EVP, CFO · Unidentified Company Representative Participants: · Kevin Tracey; Oberon Asset Management; Analyst · Ben Te

Regulation FD Disclosure, Financial Statements and Exhibits

FORM 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 15, 2018 SCHOOL SPECIALTY, INC. (Exact name of registrant as specified in its charter) Delaware 000-24385 39-0971239 (State or other jurisdiction of incorporation) (Com

Schedule II—Valuation and Qualifying Accounts.

EX-99.1 EXHIBIT 99.1 SCHOOL SPECIALTY, INC. SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS FISCAL 2017, FISCAL 2016, THIRTY-FIVE WEEKS ENDED DECEMBER 26, 2015, AND FISCAL 2015 Description Date Balance at Beginning of Period Charged to Costs and Expenses Charged to Other Accounts Deductions Balance at End of Period Date Allowance for doubtful accounts April 26, 2014 984,000 372,000 — (550,000 ) 80

SCOO / School Specialty, Inc. FORM 10-K/A (Annual Report)

Form 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the fiscal year ended December 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 No. 000-2

Subsidiaries of School Specialty, Inc.

EX-21.1 EXHIBIT 21.1 SUBSIDIARIES OF THE REGISTRANT NAME STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION 1. ClassroomDirect.com, LLC Delaware 2. Childcraft Education, LLC Delaware 3. Bird-in-Hand Woodworks, LLC Delaware 4. Frey Scientific, LLC Delaware 5. Sportime, LLC Delaware 6. Sax Arts & Crafts, LLC Delaware 7. Premier Agendas, LLC Delaware 8. Premier School Agendas, Ltd. Canada 9

EX-99.2

EXHIBIT 99.2 EXHIBIT 99.2 *

Regulation FD Disclosure, Financial Statements and Exhibits

FORM 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 14, 2018 SCHOOL SPECIALTY, INC. (Exact name of registrant as specified in its charter) Delaware 000-24385 39-0971239 (State or other jurisdiction of incorporation) (Com

School Specialty Announces Fiscal Year 2017 Fourth Quarter and Year-end Financial Results

EX-99.1 2 exhibit991.htm PRESS RELEASE DATED MARCH 14, 2018 W6316 Design Drive, Greenville, WI 54942 P.O. Box 1579, Appleton, WI 54912-1579 FOR IMMEDIATE RELEASE School Specialty Announces Fiscal Year 2017 Fourth Quarter and Year-end Financial Results GREENVILLE, Wis., March 14, 2018 – School Specialty, Inc. (OTCQB: SCOO) (“School Specialty”, “SSI” or “the Company”), a leading distributor of suppl

SCOO / School Specialty, Inc. FORM 10-K (Annual Report)

Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the fiscal year ended December 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 No. 000-24385 SCHOOL SPECIALTY,

Schedule II—Valuation and Qualifying Accounts.

EX-99.1 EXHIBIT 99.1 SCHOOL SPECIALTY, INC. SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS FISCAL 2017, FISCAL 2016, THIRTY-FIVE WEEKS ENDED DECEMBER 26, 2015, AND FISCAL 2015 Description Date Balance at Beginning of Period Charged to Costs and Expenses Charged to Other Accounts Deductions Balance at End of Period Date Allowance for doubtful accounts April 26, 2014 984,000 372,000 — (550,000 ) 80

Subsidiaries of School Specialty, Inc.

EX-21.1 EXHIBIT 21.1 SUBSIDIARIES OF THE REGISTRANT NAME STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION 1. ClassroomDirect.com, LLC Delaware 2. Childcraft Education, LLC Delaware 3. Bird-in-Hand Woodworks, LLC Delaware 4. Frey Scientific, LLC Delaware 5. Sportime, LLC Delaware 6. Sax Arts & Crafts, LLC Delaware 7. Premier Agendas, LLC Delaware 8. Premier School Agendas, Ltd. Canada 9

SCOO / School Specialty, Inc. / WOLVERINE ASSET MANAGEMENT LLC - SC 13G/A Passive Investment

SC 13G/A 1 formsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* School Specialty, Inc. (Name of Issuer) Common Stock, $0.001 Per Share (Title of Class of Securities) 807864103 (CUSIP Number) December 29, 2017 (Date of Event which Requires Filing of this Statement) Check the appropri

SCOO / School Specialty, Inc. / Frigate Ventures LP - SC 13G/A Passive Investment

SC 13G/A 1 d501550dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A (Rule 13d-102) (Amendment No. 5) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) School Specialty, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 807864103 (CU

SCOO / School Specialty, Inc. / BULWARKBAY INVESTMENT GROUP LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

SCOO / School Specialty, Inc. / VIRGINIA RETIREMENT SYSTEM - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No.

SCOO / School Specialty, Inc. / LOCKHEED MARTIN INVESTMENT MANAGEMENT CO Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. 1)* School Specialty, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 807864103 (CUSIP Number) December 31, 2017 (Date of Event Which Requir

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 31, 2018 SCHOOL SPECIALTY, INC. (Exact name of registrant as specified in its charter) Delaware 000-24385 39-0971239 (State or other jurisdiction of incorporation) (Commission

School Specialty Announces the Appointment of Scott P. Scharfman as Its New Member of the Board

EXHIBIT 99.1 EXHIBIT 99.1 W6316 Design Drive, Greenville, WI 54942 P.O. Box 1579, Appleton, WI 54912-1579 NEWS RELEASE School Specialty Announces the Appointment of Scott P. Scharfman as Its New Member of the Board GREENVILLE, WI, January 17, 2018 ? School Specialty, Inc. (OTCQB: SCOO) (?School Specialty?, ?SSI? or ?the Company?), a leading distributor of supplies, furniture and both curriculum an

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

FORM 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 16, 2018 SCHOOL SPECIALTY, INC. (Exact name of registrant as specified in its charter) Delaware 000-24385 39-0971239 (State or other jurisdiction of incorporation) (C

EX-24.2

Exhibit 24.2 CONFIRMING STATEMENT This Statement confirms that the undersigned has authorized and designated Thomas E. Lynch and Justin C. Jacobs, each acting singly, to execute and file on the undersigned's behalf all Forms 3, 4 and 5 and Schedule 13D (including any amendments thereto) that the undersigned may be required to file with the U.S. Securities and Exchange Commission as a result of the

EX-24.1

Exhibit 24.1 CONFIRMING STATEMENT This Statement confirms that the undersigned has authorized and designated Scott P. Scharfman and Justin C. Jacobs, each acting singly, to execute and file on the undersigned's behalf all Forms 3, 4 and 5 and Schedule 13D (including any amendments thereto) that the undersigned may be required to file with the U.S. Securities and Exchange Commission as a result of

CONFIRMING STATEMENT

Exhibit 2 CUSIP No. 807864103 Page 1 of 1 Page Exhibit 2 CONFIRMING STATEMENT This Statement confirms that the undersigned has authorized and designated Scott P. Scharfman and Justin C. Jacobs, each acting singly, to execute and file on the undersigned’s behalf all Forms 3, 4 and 5 and Schedule 13D (including any amendments thereto) that the undersigned may be required to file with the U.S. Securi

CONFIRMING STATEMENT

Exhibit 3 CUSIP No. 807864103 Page 1 of 1 Page Exhibit 3 CONFIRMING STATEMENT This Statement confirms that the undersigned has authorized and designated Thomas E. Lynch and Justin C. Jacobs, each acting singly, to execute and file on the undersigned’s behalf all Forms 3, 4 and 5 and Schedule 13D (including any amendments thereto) that the undersigned may be required to file with the U.S. Securitie

JOINT FILING AGREEMENT

Exhibit 1 CUSIP No. 807864103 Page 1 of 1 Page Exhibit 1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree, as of November 16, 2017, that only one statement containing the information required by Schedule 13D, and each amendment thereto, need be filed with respect to the ownership by each of the undersigned of sh

SCOO / School Specialty, Inc. / Mill Road Capital II, L.P. - SCHEDULE 13D Activist Investment

Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* School Specialty, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 807864103 (CUSIP Number) Mill Road Capital II, L.P. Attn: Thomas E. Lynch 382 Greenwich Avenue Suite One Greenwich, CT 06830 203-987-3500 Wi

PROSPECTUS SUPPLEMENT NO. 16 SCHOOL SPECIALTY, INC. 1,136,415 shares of Common Stock

424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-192475 PROSPECTUS SUPPLEMENT NO. 16 SCHOOL SPECIALTY, INC. 1,136,415 shares of Common Stock This prospectus supplement relates to the prospectus dated June 27, 2017, which covers the sale of an aggregate of up to 1,136,415 shares of our common stock, $0.001 par value per share (the ?Common Stock?), after giving effect to

SCOO / School Specialty, Inc. / Frigate Ventures LP - SC 13G/A Passive Investment

SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A (Rule 13d-102) (Amendment No.

Amended and Restated Certificate of Incorporation of School Specialty, Inc., (complete copy, as Amended through August 15, 2017) as filed on November 8, 2017, incorporated herein by reference to Exhibit 3.1(a) to School Specialty, Inc.’s Quarterly Report on Form 10-Q for the period ended September 30, 2017.

EX-3.1(a) Exhibit 3.1(a) CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SCHOOL SPECIALTY, INC. School Specialty, Inc., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), hereby files this Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Corporation, a

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 8, 2017 SCHOOL SPECIALTY

FORM 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 8, 2017 SCHOOL SPECIALTY, INC. (Exact name of registrant as specified in its charter) Delaware 000-24385 39-0971239 (State or other jurisdiction of incorporation) (C

SCOO / School Specialty, Inc. FORM 10-Q (Quarterly Report)

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ 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 Number: 000-24385 SCHOOL SPECIALTY, INC.

Amended and Restated Certificate of Incorporation of School Specialty, Inc., (complete copy, as Amended through August 15, 2017) as filed on November 8, 2017, incorporated herein by reference to Exhibit 3.1(b) to School Specialty, Inc.’s Quarterly Report on Form 10-Q for the period ended September 30, 2017.

EX-3.1(b) Exhibit 3.1(b) CERTIFICATE OF INCORPORATION of SCHOOL SPECIALTY, INC. (Complete Copy, As Amended Through August 15, 2017) 1. Name. The name of the corporation is SCHOOL SPECIALTY, INC. (the “Corporation”). 2. Registered Office and Agent. The Corporation’s registered office in the State of Delaware is located at 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. T

School Specialty Announces Fiscal Year 2017 Third Quarter Financial Results

EXHIBIT 99.1 W6316 Design Drive, Greenville, WI 54942 P.O. Box 1579, Appleton, WI 54912-1579 School Specialty Announces Fiscal Year 2017 Third Quarter Financial Results GREENVILLE, Wis., November 8, 2017 ? School Specialty, Inc. (OTCQB: SCOO) (?School Specialty?, ?SSI? or ?the Company?), a leading distributor of supplies, furniture and both curriculum and supplemental learning resources to the edu

EX-99.2

EXHIBIT 99.2

Changes in Registrant's Certifying Accountant

FORM 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): September 1, 2017 SCHOOL SPECIALTY, INC. (Exact name of registrant as specified in its charter) Delaware 000-24385 39-0971239 (State or other jurisdiction of incorporation) (

PROSPECTUS SUPPLEMENT NO. 15 SCHOOL SPECIALTY, INC. 162,345 shares of Common Stock

Converted by EDGARwiz Filed Pursuant to Rule 424(b)(3) Registration No. 333-192475 PROSPECTUS SUPPLEMENT NO. 15 SCHOOL SPECIALTY, INC. 162,345 shares of Common Stock This prospectus supplement relates to the prospectus dated June 27, 2017, which covers the sale of an aggregate of up to 162,345 shares of our common stock, $0.001 par value per share (the ?Common Stock?), by the selling stockholder i

School Specialty Announces the Acquisition of Triumph Learning, LLC Acquisition strengthens Instruction & Intervention offering and provides a broader assortment of print and digital K-12 resources, instructional materials and effective literacy prog

EXHIBIT 99.1 EXHIBIT 99.1 W6316 Design Drive, Greenville, WI 54942 P.O. Box 1579, Appleton, WI 54912-1579 School Specialty Announces the Acquisition of Triumph Learning, LLC Acquisition strengthens Instruction & Intervention offering and provides a broader assortment of print and digital K-12 resources, instructional materials and effective literacy programs GREENVILLE, Wis., August 21, 2017 ? Sch

School Specialty FORM 8-K (Current Report/Significant Event)

Converted by EDGARwiz UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

PROSPECTUS SUPPLEMENT NO. 14 SCHOOL SPECIALTY, INC. 162,345 shares of Common Stock

FORM 8-K Filed Pursuant to Rule 424(b)(3) Registration No. 333-192475 PROSPECTUS SUPPLEMENT NO. 14 SCHOOL SPECIALTY, INC. 162,345 shares of Common Stock This prospectus supplement relates to the prospectus dated June 27, 2017, which covers the sale of an aggregate of up to 162,345 shares of our common stock, $0.001 par value per share (the ?Common Stock?), by the selling stockholder identified in

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

FORM 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 11, 2017 SCHOOL SPECIALTY, INC. (Exact name of registrant as specified in its charter) Delaware 000-24385 39-0971239 (State or other jurisdiction of incorporation) (Co

August 16, 2017

EXHIBIT 16.1 EXHIBIT 16.1 August 16, 2017 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 Dear Sirs/Madams: We have read Item 4.01 of School Specialty, Inc.'s Form 8-K dated August 16, 2017, and have the following comments: 1. We agree with the statements made in section (a). 2. We have no basis on which to agree or disagree with the statements made in section (b)

PROSPECTUS SUPPLEMENT NO. 13 SCHOOL SPECIALTY, INC. 162,345 shares of Common Stock

SCHOOL SPECIALTY, INC. Filed Pursuant to Rule 424(b)(3) Registration No. 333-192475 PROSPECTUS SUPPLEMENT NO. 13 SCHOOL SPECIALTY, INC. 162,345 shares of Common Stock This prospectus supplement relates to the prospectus dated June 27, 2017, which covers the sale of an aggregate of up to 162,345 shares of our common stock, $0.001 par value per share (the ?Common Stock?), by the selling stockholder

CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SCHOOL SPECIALTY, INC.

Exhibit 3.1(c) Exhibit 3.1(c) CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SCHOOL SPECIALTY, INC. School Specialty, Inc., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the ?Corporation?), hereby files this Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Corporati

School Specialty 2G/A

SCHOOL SPECIALTY, INC. As filed with the Securities and Exchange Commission on August 16, 2017 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A Amendment No. 2 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 SCHOOL SPECIALTY, INC. (Exact name of registrant as specified in its charter) Delawa

PROSPECTUS SUPPLEMENT NO. 12 SCHOOL SPECIALTY, INC. 162,345 shares of Common Stock

SCHOOL SPECIALTY, INC. Filed Pursuant to Rule 424(b)(3) Registration No. 333-192475 PROSPECTUS SUPPLEMENT NO. 12 SCHOOL SPECIALTY, INC. 162,345 shares of Common Stock This prospectus supplement relates to the prospectus dated June 27, 2017, which covers the sale of an aggregate of up to 162,345 shares of our common stock, $0.001 par value per share (the ?Common Stock?), by the selling stockholder

Submission of Matters to a Vote of Security Holders

SCHOOL SPECIALTY, INC. 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 15, 2017 SCHOOL SPECIALTY, INC. (Exact name of registrant as specified in its charter) Delaware 000-24385 39-0971239 (State or other jurisdiction of inco

PROSPECTUS SUPPLEMENT NO. 11 SCHOOL SPECIALTY, INC. 162,345 shares of Common Stock

424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-192475 PROSPECTUS SUPPLEMENT NO. 11 SCHOOL SPECIALTY, INC. 162,345 shares of Common Stock This prospectus supplement relates to the prospectus dated June 27, 2017, which covers the sale of an aggregate of up to 162,345 shares of our common stock, $0.001 par value per share (the ?Common Stock?), by the selling stockholder identified in the

EX-99

EXHIBIT 99.2 EXHIBIT 99.2

School Specialty Announces Fiscal Year 2017 Second Quarter Financial Results

EXHIBIT 99.1 EXHIBIT 99.1 W6316 Design Drive, Greenville, WI 54942 P.O. Box 1579, Appleton, WI 54912-1579 School Specialty Announces Fiscal Year 2017 Second Quarter Financial Results GREENVILLE, Wis., August 9, 2017 ? School Specialty, Inc. (OTCQB: SCOO) (?School Specialty?, ?SSI? or ?the Company?), a leading distributor of supplies, furniture and both curriculum and supplemental learning resource

Regulation FD Disclosure, Financial Statements and Exhibits

SCHOOL SPECIALTY, INC. 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 9, 2017 SCHOOL SPECIALTY, INC. (Exact name of registrant as specified in its charter) Delaware 000-24385 39-0971239 (State or other jurisdiction of incor

CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION SCHOOL SPECIALTY, INC.

EX-3.1(a) Exhibit 3.1(a) CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SCHOOL SPECIALTY, INC. School Specialty, Inc., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), hereby files this Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Corporation an

SCOO / School Specialty, Inc. 10-Q (Quarterly Report)

10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: FOR THE QUARTERLY PERIOD ENDED JULY 1, 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: 000-24385 SCHOOL SPECIALTY, INC.

CERTIFICATE OF INCORPORATION SCHOOL SPECIALTY, INC. (Complete Copy, As Amended Through June 8, 2017)

EX-3.1(b) Exhibit 3.1(b) CERTIFICATE OF INCORPORATION of SCHOOL SPECIALTY, INC. (Complete Copy, As Amended Through June 8, 2017) 1. Name. The name of the corporation is SCHOOL SPECIALTY, INC. (the “Corporation”). 2. Registered Office and Agent. The Corporation’s registered office in the State of Delaware is located at 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The

School Specialty DEF 14A

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 ? 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))

SCOO / School Specialty, Inc. / LOCKHEED MARTIN INVESTMENT MANAGEMENT CO - LOCKHEED MARTIN INVESTMENT MANAGEMENT COMPANY Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. )* School Specialty, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 807864103 (CUSIP Number) December 31, 2013 (Date of Event Which Require

LETTER

Mail Stop 3561 July 12, 2017 Joseph M. Yorio Chief Executive Officer School Specialty Inc. W6316 Design Drive Greenville, Wisconsin 54942 Re: School Specialty Inc. Preliminary Proxy Statement on Schedule 14A Filed June 29, 2017 File No. 000-24385 Dear Mr. Yorio: We have completed our review of your filing. We remind you that the company and its management are responsible for the accuracy and adequ

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. )

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)) ? Defin

GODFREY & KAHN, S.C. ATTORNEYS AT LAW 833 East Michigan Street, Suite 1800 Milwaukee, Wisconsin 53202 Phone (414) 273-3500 Fax (414) 273-5198 June 29, 2017

COVER LETTER GODFREY & KAHN, S.C. ATTORNEYS AT LAW 833 East Michigan Street, Suite 1800 Milwaukee, Wisconsin 53202 Phone (414) 273-3500 Fax (414) 273-5198 June 29, 2017 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 RE: School Specialty, Inc. Preliminary Proxy Material (SEC File No. 000-24385) Ladies and Gentlemen: In accordance with Rule 14a-6(a) under the

School Specialty AM

SCHOOL SPECIALTY, INC. Registration No. 333-192475 As filed with the Securities and Exchange Commission on June 27, 2017 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 5 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 School Specialty, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other juris

SCOO / School Specialty, Inc. / J. Goldman & Co LP Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* School Specialty, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 807864103 (CUSIP Number) Adam J. Reback c/o J. Goldman & Co., L.P. 510 Madison Avenue New York, New York 10022 (212) 262-4268 (Name, Address and Telephone Numbe

School Specialty 3D/A (Activist Acquisition of More Than 5% of Shares)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* School Specialty, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 807864103 (CUSIP Number) Adam J. Reback c/o J. Goldman & Co., L.P. 510 Madison Avenue New York, New York 10022 (212) 262-4268 (Name, Address and Telephone Numbe

School Specialty 3D/A (Activist Acquisition of More Than 5% of Shares)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* School Specialty, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 807864103 (CUSIP Number) Adam J. Reback c/o J. Goldman & Co., L.P. 510 Madison Avenue New York, New York 10022 (212) 262-4268 (Name, Address and Telephone Numbe

SCOO / School Specialty, Inc. / ZAZOVE ASSOCIATES LLC - SCHEDULE 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment Number 3)* School Specialty, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 807864103 (CUSIP Number) Steven M. Kleiman c/o Zazove Associates, LLC 1001 Tahoe Blvd. Incline Village, Nevada 89451 (775) 298-7500 (Name,

School Specialty SCHOOL SPECIALTY FORM 8-K (Current Report/Significant Event)

UNITED STATES 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 8, 2017 SCHOOL SPECIALTY, INC. (Exact name of registrant as specified in its charter) Delaware 000-24385 39-0971239 (State or other jurisdiction of incorporation) (

EX-99.1

Exhibit 99.1 * * * * * * * * *

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 8, 2017 SCHOOL SPECIALTY, IN

. 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 8, 2017 SCHOOL SPECIALTY, INC. (Exact name of registrant as specified in its charter) Delaware 000-24385 39-0971239 (State or other jurisdiction of incorporation) (Commission F

School Specialty FORM 8-K (Current Report/Significant Event)

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 9, 2017 SCHOOL SPECIALTY, INC. (Exact name of registrant as specified in its charter) Delaware 000-24385 39-0971239 (State or other jurisdiction of incorporation) (Commission File

EX-99.2

Exhibit 99.2

School Specialty Announces Fiscal Year 2017 First Quarter Financial Results

Exhibit 99.1 W6316 Design Drive, Greenville, WI 54942 P.O. Box 1579, Appleton, WI 54912-1579 School Specialty Announces Fiscal Year 2017 First Quarter Financial Results GREENVILLE, Wis., May 9, 2017 ? School Specialty, Inc. (OTCQB: SCOO) (?School Specialty?, ?SSI? or ?the Company?), a leading distributor of supplies, furniture and both curriculum and supplemental learning resources to the educatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: FOR THE QUARTERLY PERIOD ENDED APRIL 1, 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: 000-24385 SCHOOL SPECIALTY, INC.

School Specialty DEF 14A

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 ? 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))

GODFREY & KAHN, S.C. ATTORNEYS AT LAW 833 East Michigan Street, Suite 1800 Milwaukee, Wisconsin 53202 Phone (414) 273-3500 Fax (414) 273-5198 April 14, 2017

COVER GODFREY & KAHN, S.C. ATTORNEYS AT LAW 833 East Michigan Street, Suite 1800 Milwaukee, Wisconsin 53202 Phone (414) 273-3500 Fax (414) 273-5198 April 14, 2017 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 RE: School Specialty, Inc. Preliminary Proxy Material (SEC File No. 000-24385) Ladies and Gentlemen: In accordance with Rule 14a-6(a) under the Securi

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. )

PRE 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 ☒ 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))

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): April 7, 2017 SCHOOL SPECIALTY, I

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): April 7, 2017 SCHOOL SPECIALTY, INC. (Exact name of registrant as specified in its charter) Delaware 000-24385 39-0971239 (State or other jurisdiction of incorporation) (Commissio

Guarantee and Collateral Agreement, dated as of April 7, 2017, among School Specialty, Inc., the guarantors party thereto, and TCW Asset Management Company, LLC, as agent, incorporated by reference to School Specialty, Inc.’s Current Report on Form 8-K dated April 13, 2017.

EX-10.2 Exhibit 10.2 The liens and security interests securing the obligations as evidenced hereby are subject to the provisions of the Intercreditor Agreement dated as of April 7, 2017 (as amended or modified from time to time), by and among Bank of America, N.A., as ABL Agent, and TCW Asset Management Company LLC, as Term Agent. In the event of any conflict between the terms of the Intercreditor

Loan Agreement, dated as of April 7, 2017, by and between School Specialty, Inc., as borrower, certain of its subsidiaries, as guarantors, the financial parties party thereto, as lenders, and TCW Asset Management Company, LLC, as agent, incorporated by reference to School Specialty, Inc.’s Current Report on Form 8-K dated April 13, 2017.

EX-10.1 Exhibit 10.1 LOAN AGREEMENT Dated as of April 7, 2017 SCHOOL SPECIALTY, INC., as Borrower, CERTAIN OF ITS SUBSIDIARIES, as Guarantors, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders and TCW ASSET MANAGEMENT COMPANY LLC, as Agent TABLE OF CONTENTS Page SECTION 1. DEFINITIONS; RULES OF CONSTRUCTION 1 1.1 Definitions 1 1.2 Accounting Terms 37 1.3 Uniform Commercial Code 37 1.4 Certain Ma

Amended and Restated Guarantee and Collateral Agreement, dated April 7, 2017, amending and restating the Guarantee and Collateral Agreement, dated as of June 11, 2013, among School Specialty, Inc., the guarantors party thereto and Bank of America, N.A., as agent, incorporated by reference to School Specialty, Inc.’s Current Report on Form 8-K dated April 13, 2017.

Exhibit 10.4 The liens and security interests securing the obligations as evidenced hereby are subject to the provisions of the Intercreditor Agreement dated as of April 7, 2017 (as amended or modified from time to time), by and among Bank of America, N.A., as ABL Agent, and TCW Asset Management Company LLC, as Term Agent. In the event of any conflict between the terms of the Intercreditor Agreeme

Third Amendment, dated as of April 7, 2017, to the Loan Agreement among School Specialty, Inc. and certain of its subsidiaries, as borrowers, Bank of America, N.A. and Bank of Montreal, as lenders, Bank of Montreal as syndication agent, and Bank of America, N.A., as agent for the lenders, incorporated by reference to School Specialty, Inc.’s Current Report on Form 8-K dated April 13, 2017.

EX-10.3 Exhibit 10.3 EXECUTION VERSION THIRD AMENDMENT TO LOAN AGREEMENT THIRD AMENDMENT TO LOAN AGREEMENT dated as of April 7, 2017 (this ?Agreement?), among SCHOOL SPECIALTY, INC., a Delaware corporation (?Company?), CLASSROOMDIRECT.COM, LLC, a Delaware limited liability company (?Classroom?), SPORTIME, LLC, a Delaware limited liability company (?Sportime?), DELTA EDUCATION, LLC, a Delaware limi

Regulation FD Disclosure, Financial Statements and Exhibits

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 16, 2017 SCHOOL SPECIALTY, INC. (Exact name of registrant as specified in its charter) Delaware 000-24385 39-0971239 (State or other jurisdiction of incorporation) (Commission F

FY 2016 Year-End Call

Exhibit 99.1 138366134738 FY 2016 Year-End Call March 16, 2017 C: Glenn Wiener; School Specialty, Inc; IR C: Joseph Yorio; School Specialty, Inc; President and CEO C: Ryan Bohr; School Specialty, Inc; VP and CFO +++ presentation Operator^ Welcome to School Specialty's Fiscal Year 2016 Year-End Conference Call. (Operator Instructions) I'd now like to introduce your host for today's conference, Mr.

School Specialty Announces Fiscal Year 2016 Fourth Quarter and Year-end Financial Results

Exhibit 99.1 NEWS RELEASE W6316 Design Drive, Greenville, WI 54942 P.O. Box 1579, Appleton, WI 54912-1579 School Specialty Announces Fiscal Year 2016 Fourth Quarter and Year-end Financial Results ? Q4 Revenues increased $9.6 million or 9.1% vs. 2015 Q4 ? Q4 Net loss of $13.8 million, an improvement of $8.8 million vs. 2015 Q4 ? FY 2016 Revenues increased $18.9 million or 3.0% vs. 2015 ? FY Net Inc

EX-99.2

Converted by EDGARwiz Exhibit 99.2

School Specialty FORM 8-K (Current Report/Significant Event)

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 15, 2017 SCHOOL SPECIALTY, INC. (Exact name of registrant as specified in its charter) Delaware 000-24385 39-0971239 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

10-K 1 d304899d10k.htm FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the fiscal year ended December 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 No. 000-

SCHOOL SPECIALTY, INC. SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS FISCAL 2016, THIRTY-FIVE WEEKS ENDED DECEMBER 26, 2015, FISCAL 2015, FORTY-SIX WEEKS ENDED APRIL 26, 2014, AND SIX WEEKS ENDED JUNE 11, 2013 Description Date Balance at Beginning

EXHIBIT 99.1 SCHOOL SPECIALTY, INC. SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS FISCAL 2016, THIRTY-FIVE WEEKS ENDED DECEMBER 26, 2015, FISCAL 2015, FORTY-SIX WEEKS ENDED APRIL 26, 2014, AND SIX WEEKS ENDED JUNE 11, 2013 Description Date Balance at Beginning of Period Charged to Costs and Expenses Charged to Other Accounts Deductions Balance at End of Period Date Allowance for doubtful account

SUBSIDIARIES OF THE REGISTRANT NAME STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION 1. ClassroomDirect.com, LLC Delaware 2. Childcraft Education, LLC Delaware 3. Bird-in-Hand Woodworks, LLC Delaware 4. Frey Scientific, LLC Delaware 5. Sp

EXHIBIT 21.1 SUBSIDIARIES OF THE REGISTRANT NAME STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION 1. ClassroomDirect.com, LLC Delaware 2. Childcraft Education, LLC Delaware 3. Bird-in-Hand Woodworks, LLC Delaware 4. Frey Scientific, LLC Delaware 5. Sportime, LLC Delaware 6. Sax Arts & Crafts, LLC Delaware 7. Premier Agendas, LLC Delaware 8. Premier School Agendas, Ltd. Canada 9. Select

SCOO / School Specialty, Inc. / DAVIS SELECTED ADVISERS - DAVIS SELECTED ADVISERS Passive Investment

SC 13G/A 1 SCOO13g123116.txt DAVIS SELECTED ADVISERS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.4)* School Specialty, Inc. - (Name of Issuer) Common Stock - (Title of Class of Securities) 807864103 - (CUSIP Number) December 31, 2016 - (Date of Event Which Requires Filing of this Statement) Check the a

School Specialty 3G/A (Passive Acquisition of More Than 5% of Shares)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

SCOO / School Specialty, Inc. / WOLVERINE ASSET MANAGEMENT LLC - WOLVERINE ASSET MANAGEMENT, LLC SC 13GA NO 3 12-31-2016 (SCHOOL SPECIALTY, INC) Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* School Specialty, Inc. (Name of Issuer) Common Stock, $0.001 Per Share (Title of Class of Securities) 807864103 (CUSIP Number) December 31, 2016 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu

SCOO / School Specialty, Inc. / Frigate Ventures LP - SC 13G/A Passive Investment

SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A (Rule 13d-102) (Amendment No.

School Specialty FORM 8-K (Current Report/Significant Event)

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, 2016 SCHOOL SPECIALTY, INC. (Exact name of registrant as specified in its charter) Delaware 000-24385 39-0971239 (State or other jurisdiction of incorporation) (Commission

School Specialty Announces Fiscal Year 2016 Third Quarter Financial Results

Exhibit 99.1 NEWS RELEASE W6316 Design Drive, Greenville, WI 54942 P.O. Box 1579, Appleton, WI 54912-1579 School Specialty Announces Fiscal Year 2016 Third Quarter Financial Results ? Q3 Revenues increased $2.2 million or 0.7% vs. 2015 Q3 ? Q3 Gross Profit Margins of 37.0%, a decline of 70 basis points vs. 2015 Q3 ? Q3 SG&A expenses decreased $1.2 million or 1.8% vs. 2015 Q3 ? Q3 Operating Income

EX-99.2

Converted by EDGARwiz Exhibit 99.2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 24, 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: 000-24385 SCHOOL SPECIALTY, INC.

Employment Agreement between School Specialty, Inc. and Kevin L. Baehler, dated as of October 12, 2016, incorporated herein by reference to Exhibit 10.2 of School Specialty, Inc.’s Current Report on Form 8-K dated October 12, 2016.

Converted by EDGARwiz Exhibit 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (?Agreement?) is executed as of this 12th day of October, 2016 (?the Effective Date?), by and between Kevin Baehler (?Executive?) and School Specialty, Inc. (the ?Company?). RECITALS WHEREAS, the Company desires to continue to employ Executive as its Senior Vice President & Chief Accounting Officer, and Executive des

Employment Agreement between School Specialty, Inc. and Todd Shaw, dated as of October 12, 2016, incorporated herein by reference to Exhibit 10.1 of School Specialty, Inc.’s Current Report on Form 8-K dated October 12, 2016

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (?Agreement?) is executed as of this 12th day of October, 2016 (?the Effective Date?), by and between Todd Shaw (?Executive?) and School Specialty, Inc. (the ?Company?). RECITALS WHEREAS, the Company desires to continue to employ Executive as its Executive Vice President-Operations, and Executive desires to be employed by the Company in s

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 12, 2016 SCHOOL SPECIALTY, INC. (Exact name of registrant as specified in its charter) Delaware 000-24385 39-0971239 (State or other jurisdiction of incorporation) (Commission

LETTER

Mail Stop 3561 September 13, 2016 Joseph M. Yorio President and Chief Executive Officer School Specialty, Inc. W6316 Design Drive Greenville, Wisconsin 54942 Re: School Specialty, Inc. Form 10-K for Thirty Five Weeks Ended December 26, 2015 Filed March 9, 2016 File No. 0-24385 Dear Mr. Yorio: We have completed our review of your filing. We remind you that our comments or changes to disclosure in r

School Specialty ESP

School Specialty, Inc. W6316 Design Drive Greenville, WI 54942 Voice: 888-388-3224 Fax: 920-882-5863 September 6, 2016 VIA EDGAR Mr. William H. Thompson United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 RE: School Specialty, Inc. Form 10-K for Thirty Five Weeks Ended December 26, 2015 Filed March 9, 2016 Form 8-K Filed August 2, 2016 File No. 0-24385 Dear M

School Specialty ESP

W6316 Design Drive W6316 Design Drive Greenville, WI 54942 P.O. Box 1579 Appleton, WI 54912-1579 August 12, 2016 United States Securities and Exchange Commission Division of Corporation Finance Washington, D.C. 20549 Attn: Mr. William H. Thompson Accounting Branch Chief Office of Consumer Products RE: School Specialty, Inc. Form 10-K for the Thirty-Five Weeks Ended December 26, 2015 Filed March 9,

LETTER

Mail Stop 3561 August 8, 2016 Joseph M. Yorio President and Chief Executive Officer School Specialty, Inc. W6316 Design Drive Greenville, Wisconsin 54942 Re: School Specialty, Inc. Form 10-K for Thirty Five Weeks Ended December 26, 2015 Filed March 9, 2016 Form 8-K Filed August 2, 2016 File No. 0-24385 Dear Mr. Yorio: We have reviewed your filing and have the following comments. In some of our com

EX-99.2

EXHIBIT 99.2 Exhibit 99.2

School Specialty Announces Fiscal Year 2016 Second Quarter Financial Results

EXHIBIT 99.1 Exhibit 99.1 NEWS RELEASE W6316 Design Drive, Greenville, WI 54942 P.O. Box 1579, Appleton, WI 54912-1579 FOR IMMEDIATE RELEASE School Specialty Announces Fiscal Year 2016 Second Quarter Financial Results · Q2 Revenues increased $4.9 million or 3.5% vs. 2015 Q2 · Q2 Gross Profit Margins improved by 260 basis points to 38.1% vs. 2015 Q2 · Q2 SG&A expenses decreased $1.4 million or 2.6%

GODFREY & KAHN, S.C. ATTORNEYS AT LAW 833 East Michigan Street, Suite 1800 Milwaukee, WI 53202 Ph: (414) 273-3500 / Fax: (414) 273-5198 August 2, 2016

GODFREY & KAHN, S.C. ATTORNEYS AT LAW 833 East Michigan Street, Suite 1800 Milwaukee, WI 53202 Ph: (414) 273-3500 / Fax: (414) 273-5198 August 2, 2016 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 RE: School Specialty, Inc. Ladies and Gentlemen: Transmitted herewith via EDGAR on behalf of School Specialty, Inc. (the ?Company?), please find the Company?s Cu

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 SCHOOL SPECIALTY,

SCHOOL SPECIALTY, INC. 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 SCHOOL SPECIALTY, INC. (Exact name of registrant as specified in its charter) Delaware 000-24385 39-0971239 (State or other jurisdiction of incor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

10-Q 1 d220387d10q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 25, 2016 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commis

School Specialty POST-EFFECTIVE AMENDMENT NO. 4

Registration No. 333-192475 As filed with the Securities and Exchange Commission on July 21, 2016 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 4 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 School Specialty, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporatio

School Specialty FORM 8-K (Current Report/Significant Event)

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 16, 2016 SCHOOL SPECIALTY, INC. (Exact name of registrant as specified in its charter) Delaware 000-24385 39-0971239 (State or other jurisdiction of incorporation) (Commission Fi

EX-99.2

Exhibit 99.2

School Specialty FORM 8-K (Current Report/Significant Event)

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 3, 2016 SCHOOL SPECIALTY, INC. (Exact name of registrant as specified in its charter) Delaware 000-24385 39-0971239 (State or other jurisdiction of incorporation) (Commission File

School Specialty Announces Fiscal Year 2016 First Quarter Financial Results

Converted by EDGARwiz Exhibit 99.1 NEWS RELEASE W6316 Design Drive, Greenville, WI 54942 P.O. Box 1579, Appleton, WI 54912-1579 FOR IMMEDIATE RELEASE School Specialty Announces Fiscal Year 2016 First Quarter Financial Results ? 2016 Q1 Revenues increased $2.1 million or 2.3%, vs. 2015 Q1 ? 2016 Q1 Gross Profit Margins increased by 30 basis points vs. 2015 Q1 ? 2016 Q1 SG&A expenses decreased $3.4

Form of 2016 Incentive Bonus Agreement under the 2014 Incentive Plan of School Specialty, Inc., incorporated by reference to Exhibit 10.4 of School Specialty, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 26, 2016.

EX-10.4 Exhibit 10.4 SCHOOL SPECIALTY, INC. 2014 INCENTIVE PLAN 2016 INCENTIVE BONUS AGREEMENT School Specialty, Inc. (the “Company”) hereby grants you an Incentive Bonus Award (the “2016 Incentive Bonus Award”) under the 2014 Incentive Plan of School Specialty, Inc. (the “Plan”). This 2016 Incentive Bonus Award confers upon you the opportunity to earn a future payment tied to the achievement of t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 26, 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: 000-24385 SCHOOL SPECIALTY, INC.

School Specialty DEF 14A

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 x 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))

SCOO / School Specialty, Inc. / Frigate Ventures LP - SC 13G/A Passive Investment

SC 13G/A 1 d174027dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A (Rule 13d-102) (Amendment No. 2) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) School Specialty, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 807864103 (CU

Form of Restricted Stock Unit Award Agreement under the 2014 Incentive Plan of School Specialty, Inc., incorporated by reference to Exhibit 10.3 of School Specialty, Inc.’s Current Report on Form 8-K dated March 23, 2016.

Exhibit 10.3 SCHOOL SPECIALTY, INC. 2014 INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT School Specialty, Inc. (the ?Company?) hereby grants you a Restricted Stock Unit Award (the ?RSU Award?) under the 2014 Incentive Plan of School Specialty, Inc. (the ?Plan?). This RSU Award entitles you to a number of shares of the Company?s common stock (the ?Shares?) equal to the number of restricted stock un

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 SCHOOL SPECIALTY, INC. (Exact name of registrant as specified in its charter) Delaware 000-24385 39-0971239 (State or other jurisdiction of incorporation) (Commission F

Amended and Restated Stock Option Agreement between Joseph M. Yorio and School Specialty, Inc., dated March 23, 2016, incorporated herein by reference to Exhibit 10.2 of School Specialty, Inc.’s Current Report on Form 8-K dated March 23, 2016.

Exhibit 10.2 SCHOOL SPECIALTY, INC. 2014 INCENTIVE PLAN AMENDED AND RESTATED STOCK OPTION AGREEMENT School Specialty, Inc. (the ?Company?) granted you an option (the ?Option?) under the 2014 Incentive Plan of School Specialty, Inc. (the ?Plan?) on April 24, 2014 pursuant the Stock Option Agreement dated as of April 24, 2014 between you and the Company. The Option lets you purchase a specified numb

Amended and Restated Employment Agreement between Joseph M. Yorio and School Specialty, Inc., dated March 23, 2016, incorporated herein by reference to Exhibit 10.1 of School Specialty, Inc.’s Current Report on Form 8-K dated March 23, 2016.

Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (?Agreement?) is executed as of this 23rd day of March 2016 (?the Effective Date?), by and between Joseph M. Yorio (?Executive?) and School Specialty, Inc. (the ?Company?). RECITALS WHEREAS, the Company and Executive entered into an employment agreement dated as of April 23, 2014 (the ?Original Ag

EX-99.2

Converted by EDGARwiz Exhibit 99.2

Regulation FD Disclosure, Financial Statements and Exhibits

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 9, 2016 SCHOOL SPECIALTY, INC. (Exact name of registrant as specified in its charter) Delaware 000-24385 39-0971239 (State or other jurisdiction of incorporation) (Commission Fi

School Specialty Announces Short Year 2015 Financial Results

Exhibit 99.1 NEWS RELEASE W6316 Design Drive, Greenville, WI 54942 P.O. Box 1579, Appleton, WI 54912-1579 FOR IMMEDIATE RELEASE School Specialty Announces Short Year 2015 Financial Results ? SY15 Revenues increased $15.6 million or 3.2% vs. SY14. ? SY15 SG&A expenses declined $7.5 million or 4.6% vs. SY14. ? SY15 Adjusted EBITDA of $50.6 million improved by $4.9 million or 10.8% vs. SY14. ? SY15 F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Form 10-KT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ¨ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: OR þ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the transition period from April 26, 2015 to December 26, 2015 Commission File No. 000-24385 SCHOOL SPECIALTY, INC. (Exa

March 9, 2016

EX-18.1 Exhibit 18.1 March 9, 2016 School Specialty, Inc. W6316 Design Drive Greenville, Wisconsin 54942 Dear Sirs/Madams: We have audited the consolidated financial statements of School Specialty, Inc. and its subsidiaries (the “Company”) as of December 26, 2015, April 25, 2015, and April 26, 2014 (Successor Company), and for the 35 week period ended December 26, 2015 (Successor Company), the fis

SCHOOL SPECIALTY, INC. SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS THIRTY-FIVE WEEKS ENDED DECEMBER 26, 2015, FISCAL 2015, FORTY-SIX WEEKS ENDED APRIL 26, 2014, SIX WEEKS ENDED JUNE 11, 2013 AND FISCAL 2013 Description Date Balance at Beginning o

EXHIBIT 99.1 SCHOOL SPECIALTY, INC. SCHEDULE II ? VALUATION AND QUALIFYING ACCOUNTS THIRTY-FIVE WEEKS ENDED DECEMBER 26, 2015, FISCAL 2015, FORTY-SIX WEEKS ENDED APRIL 26, 2014, SIX WEEKS ENDED JUNE 11, 2013 AND FISCAL 2013 Description Date Balance at Beginning of Period Charged to Costs and Expenses Charged to Other Accounts Deductions Balance at End of Period Date Allowance for doubtful accounts

SUBSIDIARIES OF THE REGISTRANT NAME STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION 1. ClassroomDirect.com, LLC Delaware 2. Childcraft Education, LLC Delaware 3. Bird-in-Hand Woodworks, LLC Delaware 4. Frey Scientific, LLC Delaware 5. Sp

EX-21.1 EXHIBIT 21.1 SUBSIDIARIES OF THE REGISTRANT NAME STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION 1. ClassroomDirect.com, LLC Delaware 2. Childcraft Education, LLC Delaware 3. Bird-in-Hand Woodworks, LLC Delaware 4. Frey Scientific, LLC Delaware 5. Sportime, LLC Delaware 6. Sax Arts & Crafts, LLC Delaware 7. Premier Agendas, LLC Delaware 8. Premier School Agendas, Ltd. Canada 9

School Specialty Form 8-K (Current Report/Significant Event)

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 23, 2016 SCHOOL SPECIALTY, INC. (Exact name of registrant as specified in its charter) Delaware 000-24385 39-0971239 (State or other jurisdiction of incorporation) (Commissio

School Specialty FORM 8-K (Current Report/Significant Event)

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 19, 2016 SCHOOL SPECIALTY, INC. (Exact name of registrant as specified in its charter) Delaware 000-24385 39-0971239 (State or other jurisdiction of incorporation) (Commissio

W6316 Design Drive

EX-99.1 2 exh991.htm LETTER TO STEEL PARTNERS HOLDINGS L.P. Exhibit 99.1 W6316 Design Drive Greenville, WI 54942 P.O. Box 1579 Appleton, WI 54912-1579 February 19, 2016 Mr. Jack L. Howard President Steel Partners Holdings L.P. 590 Madison Avenue, Floor 32 New York, New York 10022 Dear Jack: Our Board of Directors took up consideration of your letter indicating your interest in a transaction with o

SCOO / School Specialty, Inc. / BULWARKBAY INVESTMENT GROUP LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

School Specialty SC 13G/A (Passive Acquisition of More Than 5% of Shares)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* School Specialty, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 807864103 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

SCOO / School Specialty, Inc. / WOLVERINE ASSET MANAGEMENT LLC - WOLVERINE ASSET MANAGEMENT LLC SC 13GA NO 2 12-31-2015 (SCHOOL SPECIALTY, INC.) Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* School Specialty, Inc. (Name of Issuer) Common Stock, $0.001 Per Share (Title of Class of Securities) 807864103 (CUSIP Number) December 31, 2015 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu

SCOO / School Specialty, Inc. / Steel Excel Inc. - SCHEDULE 13D/A Activist Investment

sxcl20160212sc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 3)1 SCHOOL SPECIALTY, INC. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 807864103 (CUSIP Number) W

SCOO / School Specialty, Inc. / DAVIS SELECTED ADVISERS - DAVIS SELECTED ADVISERS Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.3)* School Specialty, Inc. - (Name of Issuer) Common Stock - (Title of Class of Securities) 807864103 - (CUSIP Number) December 31, 2015 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whic

Steel Partners Holdings L.P. 590 Madison Avenue Floor 32 New York, NY 10022

ex99-1.htm Exhibit 99.1 Steel Partners Holdings L.P. 590 Madison Avenue Floor 32 New York, NY 10022 February 9, 2016 James Henderson Chairman School Specialty, Inc. W6316 Design Drive Greenville, WI 54942 Re: Proposal to Purchase School Specialty, Inc. Dear Jim: As you know, we have been a significant stakeholder in School Specialty, Inc. (“SSI” or the “Company”) for many years and the second larg

School Specialty Reports Select Preliminary Calendar Year 2015 Financial Information

Exhibit 99.1 NEWS RELEASE W6316 Design Drive, Greenville, WI 54942 P.O. Box 1579, Appleton, WI 54912-1579 School Specialty Reports Select Preliminary Calendar Year 2015 Financial Information GREENVILLE, Wis., February 4, 2016 ? School Specialty, Inc. (OTCQB: SCOO) (?School Specialty?, ?SSI? or ?the Company?), a leading distributor of supplies, furniture and both curriculum and supplemental learnin

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 4, 2016 SCHOOL SPECIALTY, INC. (Exact name of registrant as specified in its charter) Delaware 000-24385 39-0971239 (State or other jurisdiction of incorporation) (Commission

School Specialty ESP

Godfrey & Kahn, S.C