Attached files
file | filename |
---|---|
EX-99.1 - EX-99.1 - BPW Acquisition Corp. | y83881exv99w1.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): April 7, 2010
BPW ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
Delaware (State or Other Jurisdiction of Incorporation) |
001-33979 (Commission File Number) |
26-1259837 (IRS Employer Identification No.) |
750 Washington Boulevard, Stamford, Connecticut 06901
(Address of principal executive offices)
(Address of principal executive offices)
(203) 653-5800
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
(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 communication 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)) |
TABLE OF CONTENTS
Table of Contents
Item 3.01. | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
As
previously disclosed, on December 8, 2009, BPW Acquisition Corp., a Delaware corporation (the
Company), entered into an Agreement and Plan of Merger, as amended (the Merger Agreement), with
The Talbots, Inc., a Delaware corporation (Parent), and Tailor Acquisition, Inc., a Delaware
corporation and a wholly-owned subsidiary of Parent (Merger Sub). On February 24, 2010, the
stockholders of the Company voted to approve and adopt the Merger Agreement. On April 7, 2010, at
the effective time of the merger (the Effective Time), in accordance with the Merger Agreement
and the Delaware General Corporation Law, Merger Sub merged with and into the Company (the
Merger), immediately after which the Company merged with and into Parent (together with the
Merger, the Transaction) with Parent continuing as the surviving corporation of the Transaction.
On April 8, 2010, the Company notified NYSE Amex (NYSE Amex) of the consummation of the
Transaction and requested that trading in units (the Units), consisting of (i) the Companys
common stock, par value $0.0001 per share (the Common Stock) and (ii) warrants exercisable for
Common Stock at an exercise price of $7.50 per share (the BPW Warrants), be suspended and that
the Units, the Common Stock and the BPW Warrants be withdrawn from listing on NYSE Amex. NYSE Amex
has filed with the Securities and Exchange Commission (the SEC) a Notification of Removal from
Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended,
on Form 25 to delist and deregister the Units, the Common Stock and the BPW Warrants. As a result,
the Units, the Common Stock and the BPW Warrants will no longer be listed on NYSE Amex. The
Company will file a Form 15 with the SEC to deregister the Units, the Common Stock and the BPW
Warrants under Sections 12(b) and 12(g) of the Exchange Act and to suspend the reporting
obligations of the Company under Sections 13 and 15(d) of the Exchange Act.
Item 3.03. | Material Modification to Rights of Security Holders. |
Under the terms of the Merger Agreement, at the Effective Time each outstanding share of Common
Stock was cancelled and converted into the right to receive 0.9853 shares of common stock of Parent
(Talbots Common Stock), subject to the terms and conditions set forth in the Merger Agreement.
The foregoing description of the Merger Agreement and the transactions contemplated thereby does
not purport to be complete and is subject to, and qualified in its entirety by, reference to the
Merger Agreement. A copy of the Merger Agreement was attached as Exhibit 2.1 to the Companys
Current Report on Form 8-K filed with the SEC on December 11, 2009, and is incorporated by
reference herein.
Pursuant to the warrant agreement, dated February 26, 2008, by and between the Company and Mellon
Investor Services LLC governing the BPW Warrants (the Initial Warrant Agreement), upon the
Effective Time, each BPW Warrant which was not tendered into the offer to exchange BPW Warrants for
either shares of Talbots Common Stock or warrants to purchase Talbots Common Stock (subject to
certain election and proration procedures) became exercisable for such number of shares of Talbots
Common Stock as such warrantholder would have received in the Merger had the BPW Warrants been
converted to shares of Common Stock immediately prior to the Effective Time.
Item 5.01. | Change in Control of Registrant. |
Table of Contents
The information disclosed in Items 3.01 and 3.03 is hereby incorporated by reference.
At the Effective Time, Merger Sub merged with and into the Company, immediately after which the
Company merged with and into Parent with Parent continuing as the surviving corporation of the
Transaction.
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Pursuant to the Merger Agreement, at the Effective Time each member of the Companys board of
directors (the Board) resigned from the Board.
Item 8.01 | Other Events. |
On April 7, 2010, the Company and Parent issued a joint press release (the Press Release)
announcing that the parties had consummated the Merger and the Transaction. A copy of the Press
Release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by
reference herein.
Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
The following exhibits are furnished with this Current Report on Form 8-K:
Exhibit No. | Description | |||
2.1 | Agreement and Plan of Merger, by and among The Talbots, Inc.,
Tailor Acquisition, Inc. and BPW Acquisition Corp., dated as
of December 8, 2009 (incorporated by reference to the Current
Report on Form 8-K filed by the Company on December 11, 2009). |
|||
2.2 | First Amendment to Agreement and Plan of Merger, dated as of
February 16, 2010, by and among The Talbots, Inc., Tailor
Acquisition, Inc. and BPW Acquisition Corp. (incorporated by
reference to the Current Report on Form 8-K filed by the
Company on February 17, 2010). |
|||
2.3 | Second Amendment to Agreement and Plan of Merger, dated as of
April 6, 2010, by and among The Talbots, Inc., Tailor
Acquisition, Inc. and BPW Acquisition Corp. (incorporated by
reference to the Current Report on Form 8-K filed by the
Company on April 6, 2010). |
|||
99.1 | Press Release, dated April 7, 2010. |
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
The Talbots, Inc., as successor to BPW Acquisition Corp. |
||||
By: | /s/ Richard T. OConnell, Jr. | |||
Name: | Richard T. OConnell, Jr. | |||
Title: | Executive Vice President, Real Estate, Legal, Store Planning & Design and Construction, and Secretary | |||
Dated: April 13, 2010
Table of Contents
EXHIBIT INDEX
Exhibit No. | Description | |||
2.1 | Agreement and Plan of Merger, by and among The Talbots, Inc.,
Tailor Acquisition, Inc. and BPW Acquisition Corp., dated as
of December 8, 2009 (incorporated by reference to the Current
Report on Form 8-K filed by the Company on December 11, 2009). |
|||
2.2 | First Amendment to Agreement and Plan of Merger, dated as of
February 16, 2010, by and among The Talbots, Inc., Tailor
Acquisition, Inc. and BPW Acquisition Corp. (incorporated by
reference to the Current Report on Form 8-K filed by the
Company on February 17, 2010). |
|||
2.3 | Second Amendment to Agreement and Plan of Merger, dated as of
April 6, 2010, by and among The Talbots, Inc., Tailor
Acquisition, Inc. and BPW Acquisition Corp. (incorporated by
reference to the Current Report on Form 8-K filed by the
Company on April 6, 2010). |
|||
99.1 | Press Release, dated April 7, 2010. |