-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H5D24cvEZ4PW7mmjYhjGjc5zuIowJ0PtMOCMZCwH+wM7oppoYqEjtRVswHcmGQ0h CslDfHiqvZsHeshvoZCpaA== 0000025793-08-000024.txt : 20080319 0000025793-08-000024.hdr.sgml : 20080319 20080319160724 ACCESSION NUMBER: 0000025793-08-000024 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080314 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20080319 DATE AS OF CHANGE: 20080319 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROSS A T CO CENTRAL INDEX KEY: 0000025793 STANDARD INDUSTRIAL CLASSIFICATION: PENS, PENCILS & OTHER ARTISTS' MATERIALS [3950] IRS NUMBER: 050126220 STATE OF INCORPORATION: RI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06720 FILM NUMBER: 08699443 BUSINESS ADDRESS: STREET 1: ONE ALBION RD CITY: LINCOLN STATE: RI ZIP: 02865 BUSINESS PHONE: 4013331200 MAIL ADDRESS: STREET 1: ONE ALBION ROAD CITY: LINCOLN STATE: RI ZIP: 02865 8-K 1 form8-k031908.htm A.T.CROSS COMPANY FORM 8-K ITEM 1.1

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

Date of Report (Date of earliest event reported) March 14, 2008

A. T. CROSS COMPANY
(Exact name of registrant as specified in its charter)

Rhode Island
(State or other jurisdiction
of incorporation)

1-6720
(Commission
File Number)

05-0126220
(IRS Employer
Identification No.)

One Albion Road, Lincoln, Rhode Island
(Address of principal executive offices)

02865
(Zip Code)

Registrant's telephone number, including area code (401) 333 1200

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 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 1.01 Entry into a Material Definitive Agreement

 

On March 14, 2008, A.T. Cross Company (the "Company"), a Rhode Island corporation, and Newco Eyewear, Inc. ("Newco"), a Rhode Island corporation and a wholly owned subsidiary of the Company, entered into an Agreement and Plan of Merger with Native Eyewear, Inc. ("Native"), a Pennsylvania corporation, pursuant to which Native will be merged with and into Newco.

The merger will be submitted to the Native shareholders for approval on March 24, 2008. Assuming that the Native shareholders approve the merger, it will be completed on March 24, 2008. Total merger consideration is equal to $17.8 million in cash, plus the assumption of approximately $1 million in bank debt.

Native Eyewear, Inc., based in Huntingdon Valley, Pennsylvania, is a designer and marketer of a branded line of All Sports All Polarized® sunglasses called "Native®," which is distributed throughout the United States under the Native Eyewear brand.

 

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, thereunto duly authorized.

A. T. CROSS COMPANY
(Registrant)

Date: March 19, 2008

KEVIN F. MAHONEY
(Kevin F. Mahoney)
Vice President, Finance
Chief Financial Officer

 

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