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 26, 2012 (June 20, 2012)

 

 

FIFTH & PACIFIC COMPANIES, INC.

 

 

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

1-10689

 

13-2842791

(State or other jurisdiction of
incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification No.)

 

1441 Broadway, New York, New York

 

10018

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (212) 354-4900

 

 

 

 

 

(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:

 

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 3.02. UNREGISTERED SALES OF EQUITY SECURITIES.

 

On June 20, 2012, Fifth & Pacific Companies, Inc. (the “Company”) entered into an agreement with a holder of $15.0 million aggregate principal amount of the Company’s 6.0% Convertible Senior Notes due 2014 (the “Convertible Notes”), pursuant to which the holder agreed to exchange all of such outstanding Convertible Notes into 4,346,376 shares of the Company’s common stock. After giving effect to the exchange, $31.6 million of Convertible Notes remain outstanding. The Company paid accrued interest on the holder’s Convertible Notes through the settlement date in cash. The transaction closed on June 25, 2012. The issuance of the shares of the Company’s common stock was exempt from any registration requirements under the Securities Act of 1933, as amended, pursuant to Section 3(a)(9) of the Securities Act.

 



 

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.

 

 

 

 

FIFTH & PACIFIC COMPANIES, INC.

 

 

 

 

 

 

Date: June 26, 2012

By:

/s/ Nicholas Rubino

 

Name:

Nicholas Rubino

 

Title:

Senior Vice President – Chief Legal Officer,

 

 

General Counsel and Secretary