-----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, KcAPAHz2G61TU6VcGw3psgzIU1JvQWlXiWahs3RYRnLLy6ydgr7ndquwIE6vXF6v 9GYKKdr69pYd9bkHkcKFkQ== 0000025793-09-000065.txt : 20091223 0000025793-09-000065.hdr.sgml : 20091223 20091223115258 ACCESSION NUMBER: 0000025793-09-000065 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20091221 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20091223 DATE AS OF CHANGE: 20091223 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: 091257138 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-kredemption.htm FORM 8-K STOCK REDEMPTION

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): December 21, 2009

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))

Section 1 - Registrant's Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

On December 21, 2009 A.T. Cross Company (the "Company") entered into a Stock Redemption Agreement with Galal Doss, a director and major stockholder of the Company, to purchase 1.5 million of the Company's Class A common stock for total consideration of $5,070,000. The Board of Directors approved the transactions following the review and recommendation by a committee comprised of certain independent directors of the Board.

A copy of the Stock Redemption Agreement is attached hereto as Exhibit 99.1, which is incorporated herein by reference.

The Company completed the stock purchase on December 22, 2009. A copy of the press release announcing the transaction is attached hereto as Exhibit 99.2, which is incorporated herein by reference.

Stephens Inc. provided a fairness opinion to the Board of Directors in connection with this transaction.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

Exhibit No.

Exhibit

   

99.1

Stock Redemption Agreement

99.2

Press Release.

 

 

 

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: December 23, 2009

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

EX-99.1 2 exhibit99-1.htm FORM 8-K STOCK REDEMPTION AGREEMENT

Exhibt 99.1

Stock Redemption Agreement

This Stock Redemption Agreement (this "Agreement") is made effective as of December 21, 2009, by and between Galal Doss, an Egyptian resident with a mailing address of P.O. Box 45, Tenth of Ramadan, Egypt ("Seller") and A.T. Cross Company, a Rhode Island corporation with its principal place of business located at 1 Albion Road, Lincoln, Rhode Island 02865 (the "Company").

WHEREAS, Seller is the owner of 4,255,768 shares of Class A common stock of Company and Seller desires to sell and the Company desires to redeem 1,500,000 of said shares (the "Seller Shares") upon the terms and subject to the conditions set forth herein.

NOW THEREFORE, in consideration of the foregoing premises and the mutual covenants, representations, warranties, conditions, and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and Seller mutually agree as follows:

  1. Purchase and Sale of the Shares: On the terms and subject to the conditions of this Agreement and in reliance upon the representations and warranties of the parties herein, at the Closing (as such term is hereinafter defined), Seller shall sell, transfer, convey and deliver to the Company, and the Company shall purchase from Seller the Seller Shares.
  2. Purchase Price: As payment in full by the Company for the Seller Shares, the Company shall pay to Seller the aggregate sum of FIVE MILLION SEVENTY Thousand and 00/100 Dollars ($5,070,000.00) ("Purchase Price") in cash or immediately available funds on the Closing Date.
  3. Closing. The closing of the transactions contemplated herein (the "Closing") shall be held at the offices of A.T. Cross Company, 1 Albion Road, Lincoln, Rhode Island 02865, on December 23, 2009, at 10:00 am, or at such other time, date and/or place as Seller and the Company shall mutually agree (the "Closing Date").
  4. Seller's Deliverables. The Company's obligations under this Agreement shall be contingent upon Seller's delivery to the Company at the Closing of
    1. evidence of appropriate transfer documents, in form and substance reasonably acceptable to the Company, transferring the Seller Shares to the Seller;
    2. a Stock Power duly executed by Seller pursuant to which Seller shall transfer to the Company all right, title and interest in the Seller Shares to the Company as of the Closing Date with full power to transfer the Seller Shares on the books of the Company; and
    3. such other documents or certificates as the Company may reasonably request.

  5. Representations and Warranties of the Seller. To induce the Company to purchase the Seller Shares, Seller hereby represents and warrants to the Company as follows:
    1. That all of the Seller Shares are owned by Seller of record free and clear of all pledges, liens, trusts (constructive and otherwise), options and other encumbrances and adverse claims of every name, nature and description (hereinafter "Liens");
    2. That all consents, approvals, authorizations and orders necessary for (i) the execution and delivery by Seller of this Agreement, (ii) the performance of Seller's obligations hereunder, and (iii) the sale and delivery of the Seller Shares to the Company, have been duly obtained;
    3. That Seller has the full right, power, authority and capacity (i) to enter into this Agreement, (ii) to perform all of Seller's obligations hereunder, and (iii) to sell, assign, transfer and deliver the Seller Shares pursuant to, and in accordance with, this Agreement;
    4. That upon delivery of the Seller Shares by Seller to the Company hereunder, the Company will have good and valid title to the Seller Shares, free and clear of all Liens;
    5. That this Agreement has been duly executed by Seller and constitutes the Seller's legal, valid and binding obligation, enforceable against Seller in accordance with its terms; and
    6. The execution and delivery by Seller of this Agreement and the performance by Seller of his obligations hereunder will not, or with the giving of notice or the lapse of time or both, would not result in the creation or imposition of any lien, claim, restriction, charge or encumbrance upon the Seller Shares.

  6. Representation and Warranties of the Company.
    1. The Company has all requisite corporate power and authority to enter into, deliver and perform this Agreement and to consummate the transactions contemplated herein. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by all necessary action on the part of the Company. This Agreement has been duly executed and delivered by the Company and constitutes the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors' rights generally now or hereafter in effect or by the availability of equitable remedies.
    2. The transactions contemplated by this Agreement will not cause either (i) the Company to become insolvent, or (ii) the total assets of the Company to be less than the sum of its total liabilities plus the amount that would be needed, if the Company were to be dissolved, to satisfy the preferential rights, if any, of the Company's shareholders.

  7. Survival of Representations and Warranties. The representations and warranties of Seller contained in this Agreement shall survive the Closing.
  8. Indemnification. Each party to this Agreement shall indemnify, defend and hold harmless the other party from and against all liabilities, losses, and damages, together with all reasonable costs and expenses related thereto (including without limitation, reasonable attorneys' fees and expenses) arising from the breach or inaccuracy of any representation and warranties made herein.
  9. Entire Agreement; Amendment. This Agreement constitutes the entire agreement and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the purchase of the Shares. This Agreement may not be amended, modified, waived, discharged or terminated except by an instrument in writing signed by the party or a duly authorized officer of a corporate party against whom enforcement of the change, waiver, discharge or termination is sought. Each of Seller and the Company acknowledge and agree that except as expressly set forth in this Agreement, neither party has any claims or rights against the other.
  10. Governing Law. The parties agree that this Agreement is hereby deemed to be executed in the State of Rhode Island, the state where the Company is incorporated and has its principal office, and shall be governed by and construed in accordance with the laws of the State of Rhode Island, without reference to such State's choice of law provisions. Should it become necessary to file legal action to enforce this Agreement, the Seller and the Company agree that such legal action may be filed only in the State of Rhode Island, and each consents to the jurisdiction of the state courts of the State of Rhode Island and the United States Federal District Court, District of Rhode Island, to hear and determine any such action.
  11. Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, each of the parties hereto and their respective legal representatives, successors and assigns.
  12. Notices. Any notice or communication given pursuant to this Agreement shall be in writing and shall be sufficiently given if personally delivered, sent by facsimile or other means of electronic transmission with confirmation of such transmission, or sent by certified mail, postage prepaid, return receipt requested, to the other party at the address first set forth above, or to such other address as such party may hereafter designate.
  13. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original instrument, and all such counterparts together shall constitute but one agreement.
  14. Captions/Headings. The headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement.
  15. Fees and Expenses. Each of Seller and the Company shall pay its own fees and expenses incurred in connection with this Agreement and the consummation of the transactions contemplated herein including, without limitation, counsel fees; provided however, the Company shall pay any fees incurred as a result of obtaining a fairness opinion, with respect to the transactions contemplated hereby.

[Signatures appear on the following page]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed and delivered as of the date and year first above written.

witness:

NANY WAHIB AIAD
Name Nany Wahib Aiad

SELLER: Galal Doss

GALAL DOSS
Galal Doss

witness:

ANTONIETTA C. PETRARCA
Name: Antonietta C. Petrarca

THE COMPANY: A.T. Cross Company

By: DAVID G. WHALEN
Name: David G. Whalen
Title: CEO

EX-99.2 3 exhibit99-2.htm FORM 8-K STOCK REDEMPTION PRESS RELEASE News Release

Exhibt 99.2

CONTACT:

Kevin F. Mahoney
Senior Vice President, Finance and
Chief Financial Officer
401-335-8470

News Release

FOR IMMEDIATE RELEASE

A.T. Cross Completes Significant Share Repurchase

Buys back 1.5 Million or 10% of all Outstanding Shares for $5.1 million

Company Considers Capital Deployment Beneficial for Shareholders

 

LINCOLN, R.I., Dec. 22, 2009 (GLOBE NEWSWIRE) -- A.T. Cross announced today that it has repurchased 1.5 million of the Company's Class A common stock for approximately $5.1 million. All of the shares were purchased from Mr. Galal Doss, a member of the Company's Board of Directors. Upon completion of the transaction, Mr. Doss continued to hold 2.8 million shares.

Commenting on the transaction Mr. Doss, who will remain a member of the Board, stated, "Consistent with recent decisions I have made regarding my other assets I reduced my position in A.T. Cross for personal reasons. I remain supportive of the direction of the Company and believe that we have the right management, brands and resources to move forward from 2009 and build shareholder value."

David G. Whalen, CEO of A.T. Cross stated, "I am very pleased that our efforts to build a strong balance sheet allowed us to complete this transaction. I strongly believe that this use of capital will be rewarding for our shareholders and we are fortunate that we were in a position to respond to the opportunity."

Further, Mr. Whalen commented, "I appreciate the decision that Galal has made. Galal has always been a supportive and productive member of our Board. I look forward to continuing to benefit from his advice and contributions."

Stephens Inc. provided a fairness opinion to the Board of Directors in connection with this transaction.

About A.T. Cross Company

Building on the rich tradition of its award-winning writing instruments and reputation for innovation and craftsmanship, A.T. Cross Company is a designer and marketer of branded personal and business accessories. Cross provides a range of distinctive products that appeal to a growing market of consumers seeking to enhance their image and facilitate their lifestyle. A.T. Cross products, including award-winning quality writing instruments, timepieces, business accessories and Costa Del Mar and Native Eyewear sunglasses, are distributed in retail and corporate gift channels worldwide. For more information, visit the

- more -

A.T. Cross website at www.cross.com, the Costa Del Mar website at www.costadelmar.com and the Native Eyewear website at www.nativeyewear.com.

Statements contained in this release that are not historical facts are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 (including but not limited to statements relating to the expected impact of the Company's strategies to invest in its brands and build shareholder value). In addition, words such as "believes," "anticipates," "expects," and similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to risks and uncertainties and are not guarantees since there are inherent difficulties in predicting future results. Actual results could differ materially from those expressed or implied in the forward-looking statements. The information contained in this document is as of December 22, 2009. The Company assumes no obligation to update any forward-looking statements contained in this document as a result of new information or future events or developments. Additional disc ussion of factors that could cause actual results to differ materially from management's expectations is contained in the Company's filings under the Securities Exchange Act of 1934.

-----END PRIVACY-ENHANCED MESSAGE-----