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UNITED STATES 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 Rhode Island 1-6720 05-0126220 One Albion Road, Lincoln, Rhode Island 02865 Registrant N/A 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 Date: December 23, 2009 KEVIN F. MAHONEY
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
of incorporation)
File Number)
(IRS Employer
Identification No.)
(Address of principal executive offices)
(Zip Code)
(Former name or former address if changed since last report.)
(Registrant)
(Kevin F. Mahoney)
Senior Vice President, Finance
Chief Financial Officer
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:[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 |
SELLER : Galal DossGALAL DOSS |
witness :ANTONIETTA C. PETRARCA |
THE COMPANY: A.T. Cross Company By: DAVID G. WHALEN |
Exhibt 99.2
CONTACT: |
Kevin F. Mahoney |
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
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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.