Attached files
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EX-2.1 - FREDERICK'S OF HOLLYWOOD GROUP INC /NY/ | v200327_ex2-1.htm |
EX-99.1 - FREDERICK'S OF HOLLYWOOD GROUP INC /NY/ | v200327_ex99-1.htm |
EX-10.1 - FREDERICK'S OF HOLLYWOOD GROUP INC /NY/ | v200327_ex10-1.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): October 27,
2010
Frederick’s of Hollywood
Group Inc.
(Exact
Name of Registrant as Specified in Charter)
New
York
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001-5893
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13-5651322
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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1115
Broadway, New York, New York
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10010
|
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area
code: (212) 684-3400
N/A
(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 Movie Star under any of the following
provisions (see General Instruction A.2. below):
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e 4(c))
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Item
1.01
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Entry
into a Material Definitive
Agreement.
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On October 27, 2010, Frederick’s of
Hollywood Group Inc. (the “Company”) entered into and consummated the
transactions contemplated by an Asset Purchase Agreement (the “Purchase
Agreement”) with Dolce Vita Intimates LLC (“Dolce Vita”) pursuant to which the
Company sold to Dolce Vita substantially all of the assets related to the
Company’s wholesale division (the “Business”), including but not limited to the
equipment, contracts, inventory purchase orders, intellectual property, customer
lists, records and goodwill related to the Business. Certain rights
and assets were excluded from the purchased assets, including but not limited to
cash and cash equivalents and accounts receivables of the Company relating to
the Business prior to the closing. The assets sold were previously
included as collateral securing the Company’s obligations to Wells Fargo Retail
Finance II, LLC (as successor to Wells Fargo Retail Finance, LLC) and Hilco
Brands LLC pursuant to certain financing agreements the Company had entered into
with such parties. Each of those parties agreed to release the assets
from the liens in order to permit the Company to consummate the
transaction.
The assets were purchased for an
aggregate purchase price of approximately $4.5 million, including approximately
$2.7 million for the inventory related to the Business, subject to adjustment as
provided in the Purchase Agreement. A portion of the purchase price
was placed in escrow in order to provide a fund for the payment of any
adjustment to the purchase price and any indemnification claims made by the
parties after the closing of the transaction.
Pursuant to the Purchase Agreement, the
Company has agreed to provide certain consulting and transitional services to
Dolce Vita until November 30, 2010 (unless a later date is agreed to by the
parties) with regard to Dolce Vita’s sale and distribution of the Business’
products. The Company has also agreed that (a) until October 26,
2013, it will not source products from certain suppliers related to the Business
and (b) until October 26, 2011, it will not sell products to certain customers
related to the Business except in connection with (i) license agreements, (ii)
joint venture agreements, (iii) transactions outside of the United States and
Canada or (iv) any transaction following a “change in control” of the Company
(as defined in the Purchase Agreement).
The foregoing description of the
Purchase Agreement does not purport to be complete and is qualified in its
entirety by reference to the full text of the Purchase Agreement filed as
Exhibit 2.1 to this report and incorporated herein by reference.
Item
2.01
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Completion
of Acquisition or Disposition of
Assets.
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The
information set forth in Item 1.01 is hereby incorporated by
reference.
Item
9.01
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Financial
Statements and Exhibits.
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Financial
Statements.
(a)
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Financial Statements of
Businesses Acquired
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Not applicable.
(b)
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Pro Forma Financial
Information
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Not applicable
2
(d)
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Exhibits.
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Exhibit
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Description
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2.1
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Asset
Purchase Agreement, dated October 27, 2010, between Frederick’s of
Hollywood Group Inc. and Dolce Vita Intimates LLC.*
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10.1
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Escrow
Agreement, dated October 27, 2010, between Frederick’s of Hollywood Group
Inc., Dolce Vita Intimates LLC and Graubard Miller, as escrow
agent.
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99.1
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Press
Release, dated October 28,
2010.
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*
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Certain
exhibits and schedules to this Exhibit have been omitted in accordance
with Regulation S-K Item 601(b)(2). The Company agrees to furnish
supplementally a copy of all omitted exhibits and schedules to the
Securities and Exchange Commission upon its
request.
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3
SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, Frederick’s of Hollywood Group Inc. has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Dated: October
28, 2010
FREDERICK’S
OF HOLLYWOOD GROUP INC.
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By:
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/s/ Thomas Rende
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Thomas
Rende
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Chief
Financial Officer
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(Principal
Financial and Accounting
Officer)
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