Attached files
| file | filename |
|---|---|
| EX-10.1 - AGREEMENT, BY AND BETWEEN JARA ENTERPRISES INC., JANE LOVE AND JENNIFER CONVERTIBLES, INC., DATED AS OF DECEMBER 31, 2009. - JENNIFER CONVERTIBLES INC | exhibit10-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
| Date of report (Date of earliest event reported): | January 2, 2010 |
| JENNIFER CONVERTIBLES, INC. | ||
| (Exact Name of Registrant as Specified in Its Charter) | ||
| Delaware | |
| (State or Other Jurisdiction of Incorporation) | |
| 1-9681 | 11-2824646 |
| (Commission File Number) | (IRS Employer Identification No.) |
| 417 Crossways Park Drive, Woodbury, New York | 11797 |
| (Address of Principal Executive Offices) | (Zip Code) |
| (516) 496-1900 |
| (Registrant’s Telephone Number, Including Area Code) |
|
(Former Name or
Former Address, if Changed Since Last Report)
|
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General
Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||
Item 1.01 Entry into a Material Definitive
Agreement.
As of December 31, 2009, we entered
into an agreement with the affiliated private company (the “related company”),
pursuant to which, effective January 1, 2010, the related company ceased
operations at the 20 stores formerly operated by it (the “Stores”) and we began
operating the Stores solely for our benefit and account (the “Agreement”) in
order to protect our brand and our customers. The Agreement allows us to
evaluate each Store location and negotiate with the landlords at such locations
for entry into new leases at such Stores.
We have agreed to purchase the inventory in
the showrooms of the Stores for $635,000, payable over five months and subject
to offset under certain circumstances. As previously disclosed in that certain
Current Report on Form 8-K dated December 23, 2009, the related company was in
default under the interim agreement between us and the related company that we
had been operating under since November 27, 2009, which as of December 31, 2009,
equaled approximately $300,000. Pursuant to the Agreement, the $300,000 owed to
us by the related company under such interim agreement was extinguished. In
addition, the related company surrendered to us 93,579 shares of our common
stock, par value $0.01 per share, owned by the related company.
With the exception of the Agreement,
all agreements between the related company and us have been terminated and are
of no further force and effect. The foregoing description of the Agreement does
not purport to be complete and is qualified in its entirety by reference to the
Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated
herein by reference.
Item 2.06 Material Impairments.
On January 4, 2010, as a result of
the Agreement and the termination of all prior agreements between us and the
related company, the Board of Directors determined that the receivable from the
related company which the Board of Directors estimates is between $4,000,000 and
$5,000,000 should be written off the Company’s balance sheet.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits
| Number | Description | |
| 10.1 | Agreement, by and between Jara Enterprises Inc., Jane Love and Jennifer Convertibles, Inc., dated as of December 31, 2009. |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
| Dated: January 7, 2010 | Jennifer Convertibles, Inc. | ||||
| By: | /s/ Harley J. Greenfield | ||||
| Name: | Harley J. Greenfield | ||||
| Title: | Chief Executive Officer | ||||