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 21, 2015
SKECHERS U.S.A., INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-14429 | 95-4376145 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
228 Manhattan Beach Boulevard, Manhattan Beach, California |
90266 | |||
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (310) 318-3100
Not Applicable
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:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 8.01 | OTHER EVENTS |
On August 21, 2015, Skechers U.S.A., Inc. issued a press release announcing that its Board of Directors has approved a three-for-one split of the Companys Class A and Class B common stock that will be distributed in the form of a stock dividend. The stock split is subject to stockholder approval of an amendment to the Companys Certificate of Incorporation to increase the authorized number of Class A and Class B shares. The stockholder vote is expected to take place at a special meeting of stockholders currently scheduled for September 24, 2015. If the Companys stockholders approve the authorization of additional shares, the stock dividend will be distributed to the stockholders of record as of the close of business on October 2, 2015, with a payment date of October 15, 2015.
A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, that is furnished pursuant to this Item 8.01 shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits
99.1 | Press Release dated August 20, 2015 announcing three-for-one stock split. |
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.
SKECHERS U.S.A., INC. | ||||||
August 21, 2015 | By: | /s/ David Weinberg | ||||
Name: David Weinberg | ||||||
Title: Chief Operating Officer |
Exhibit Index
Exhibit No. |
Description | |
99.1 | Press Release dated August 21, 2015 announcing three-for-one stock split. |
Exhibit 99.1
For Immediate Release
Company Contact: | David Weinberg
Chief Operating Officer, Chief Financial Officer SKECHERS USA, Inc. (310) 318-3100 |
|||
Investor Relations: | Andrew Greenebaum (310) 829-5400 |
SKECHERS ANNOUNCES THREE-FOR-ONE STOCK SPLIT
SUBJECT TO STOCKHOLDER APPROVAL
MANHATTAN BEACH, CA. August 21, 2015 SKECHERS USA, Inc. (NYSE:SKX), a global leader in footwear, today announced that its Board of Directors has approved a three-for-one split of the Companys Class A and Class B common stock that will be distributed in the form of a stock dividend.
The stock split is subject to stockholder approval of an amendment to the Companys Certificate of Incorporation to increase the authorized number of Class A and Class B shares. The stockholder vote is expected to take place at a special meeting of stockholders currently scheduled for September 24, 2015. If the Companys stockholders approve the authorization of additional shares, the stock dividend will be distributed to the stockholders of record as of the close of business on October 2, 2015, with a payment date of October 15, 2015.
Our decision to adopt this stock split is another indication of our confidence in our business model worldwide, which we believe will continue to generate profitable growth and strong cash flows, stated Robert Greenberg, Skechers chief executive officer. We are looking forward to continuing to deliver our broad-based collection of mens, womens and kids footwear to the global market. Personally, I have never been more confident and excited about the future of Skechers.
About SKECHERS USA, Inc.
SKECHERS USA, Inc., based in Manhattan Beach, California, designs, develops and markets a diverse range of lifestyle footwear for men, women and children, as well as performance footwear for men and women. SKECHERS footwear is available in the United States and over 120 countries and territories worldwide via department and specialty stores, more than 1,100 SKECHERS retail stores, and the Companys e-commerce website. The Company manages its international business through a network of global distributors, joint venture partners in Asia, and 12 wholly-owned subsidiaries in Brazil, Canada, Chile, Japan and throughout Europe. For more information, please visit skechers.com and follow us on Facebook (facebook.com/SKECHERS) and Twitter (twitter.com/SKECHERSUSA).
This announcement contains forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, the Companys future growth and financial results and operations. Forward-looking statements can be identified by the use of forward looking language such as believe, anticipate, expect, estimate, intend, plan, project, will be, will continue, will result, could, may, might, or any variations of such words with similar meanings. Any such statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected in forward-looking statements. Factors that might cause or contribute to such differences include international economic, political and market conditions including the uncertainty of sustained recovery in Europe; entry into the highly competitive performance footwear market; sustaining, managing and forecasting costs and proper inventory levels; losing any significant customers; decreased demand by industry retailers and cancellation of order commitments due to the lack of popularity of particular designs and/or categories of products; maintaining brand image and intense competition among sellers of footwear for consumers; anticipating, identifying, interpreting or forecasting changes in fashion trends, consumer demand for the products
and the various market factors described above; sales levels during the spring, back-to-school and holiday selling seasons; and other factors referenced or incorporated by reference in the Companys annual report on Form 10-K for the year ended December 31, 2014 and its quarterly report on Form 10-Q for the three months ended June 30, 2015. The risks included here are not exhaustive. The Company operates in a very competitive and rapidly changing environment. New risks emerge from time to time and the companies cannot predict all such risk factors, nor can the companies assess the impact of all such risk factors on their respective businesses or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, you should not place undue reliance on forward-looking statements as a prediction of actual results. Moreover, reported results should not be considered an indication of future performance.
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