8-K

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): January 6, 2011 (January 3, 2011)

Oxford Industries, Inc.

(Exact name of registrant as specified in its charter)

Georgia	001-04365	58-0831862
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

222 Piedmont Avenue, N.E., Atlanta, GA	30308
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (404) 659-2424

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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01 Completion of Acquisition or Disposition of Assets.

On January 3, 2011, Oxford Industries, Inc. (the “Company”) completed its previously announced disposition of substantially all of the assets (other than accounts receivable originated by the Company and assets and operations relating to its golf business and Lyons, Georgia distribution center) of the Company’s Oxford Apparel Group (the “Oxford Apparel Sale”) to LF USA Inc. (“LF”), a subsidiary of Li & Fung Limited. The purchase price paid by LF was $121,728,000, subject to adjustment based on net working capital as of December 31, 2010.  After giving effect to a preliminary net working capital adjustment, the purchase price paid by LF at the closing of the Oxford Apparel Sale was approximately $108.2 million.  The net working capital deficit resulted from the Company’s retention of accounts receivable and goods in transit existing as of the closing date of the Oxford Apparel Sale, partially offset by the Company’s retention of accounts payable of the Company’s Oxford Apparel Group.  The purchase price is subject to a final net working capital adjustment, which is expected to occur within 120 days of the closing date of the transaction.  LF will purchase the Company’s goods in transit relating to the Company’s Oxford Apparel Group following the closing of the Oxford Apparel Sale.

In connection with the consummation of the Oxford Apparel Sale, the Company (or one of its subsidiaries), among other things, entered into (i) license agreements with LF to grant licenses (subject to the limitations set forth in the applicable license agreements) to LF to use the trade name “Oxford Apparel” perpetually in connection with its business, as well as to use certain other trademarks in connection with the manufacture, sale and distribution of men’s dress shirts for certain periods of time in the applicable territory; (2) a services agreement with LF pursuant to which, in exchange for various fees, the Company or its subsidiaries will provide certain transitional support services to LF in its operation of the transferred assets; and (3) a limited non-competition agreement with LF pursuant to which the Company will agree (subject to the exceptions set forth in the non-comp etition agreement) not to engage in certain activities for a period of three years following the completion of the Oxford Apparel Sale.

The press release issued on January 4, 2011 announcing the completion of the Oxford Apparel Sale is included as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01.  Financial Statements and Exhibits.

(b)           The Company’s unaudited pro forma condensed consolidated financial statements reflecting the Oxford Apparel Sale were included in Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on November 22, 2010 and are incorporated herein by reference.

(d)           Exhibits.

Exhibit No.	Description
99.1	Press Release issued by Oxford Industries, Inc. on January 4, 2011.
99.2	Unaudited Pro Forma Condensed Consolidated Financial Statements of Oxford Industries, Inc. Incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on November 22, 2010.

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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.

	OXFORD INDUSTRIES, INC.
Date: January 6, 2011	By	/s/ Thomas E. Campbell
		Name:	Thomas E. Campbell
		Title:	Senior Vice President-Law, General Counsel
			and Secretary

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release issued by Oxford Industries, Inc. on January 4, 2011.
99.2	Unaudited Pro Forma Condensed Consolidated Financial Statements of Oxford Industries, Inc. Incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on November 22, 2010.

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EX-99.1

Exhibit 99.1

Oxford Industries, Inc. Press Release

222 Piedmont Avenue, N.E. · Atlanta, Georgia 30308

Contact:	Anne M. Shoemaker
Telephone:	(404) 653-1455
Fax:	(404) 653-1545
E-Mail:	ashoemaker@oxfordinc.com

FOR IMMEDIATE RELEASE

  January 4, 2011

Oxford Completes Sale of Oxford Apparel Group

ATLANTA, GA. — January 4, 2011 - Oxford Industries, Inc. (NYSE: OXM) announced today that on January 3, 2011 it consummated its previously announced sale of substantially all of Oxford Apparel, one of its operating groups, to LF USA, a subsidiary of Li & Fung Limited. The net cash proceeds are expected to be in excess of $95 million after the collection of retained accounts receivable, the sale of in-transit inventory to LF USA and the payment of retained liabilities, transaction expenses and income taxes.  The Company’s Oxford Golf business and a distribution center in Lyons, GA, which were part of Oxford Apparel, were not included in the transaction and will continue to be operated by the Company.

About Oxford:

Oxford Industries, Inc. is an international apparel design, sourcing and marketing company featuring a diverse portfolio of owned and licensed brands and a collection of private label apparel businesses.  Oxford’s brands include Tommy Bahama®, Ben Sherman®, Lilly Pulitzer®, Oxford Golf®, Arnold Brant® and Billy London®.  The Company also holds exclusive licenses to produce and sell certain product categories under the Kenneth Cole®, Geoffrey Beene® and Dockers® labels.  Oxford’s wholesale customers are found in every major channel of distribution, including national chains, specialty catalogs, mass merchants, department stores, specialty stores and Internet retailers.  The Company operates retail stores, restaurants and Internet websites for some of its brands.  The Company also has license arrangements with select third parties to produce and sell certain product categories under its Tommy Bahama, Ben Sherman and/or Lilly Pulitzer brands.  Oxford’s stock has traded on the New York Stock Exchange since 1964 under the symbol OXM. For more information, please visit Oxford’s website at www.oxfordinc.com.

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS

This press release may include statements that are forward-looking statements within the meaning of the federal securities laws. Generally, the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “will” and similar expressions identify forward-looking statements, which generally are not historical in nature. We intend for all forward-looking statements contained herein or on our website, and all subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf, to be covered by the safe harbor provisions for forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (which Sections were adopted as part of the Pri vate Securities Litigation Reform Act of 1995). Important assumptions relating to these forward-looking statements include, among others, assumptions regarding the impact of acquisition or disposition activities, the impact of economic conditions on consumer demand and spending, demand for our products, timing of shipments requested by our wholesale customers, expected pricing levels, competitive conditions, the timing and cost of planned capital expenditures, costs of products and raw materials we purchase, access to capital and/or credit markets, expected outcomes of pending or

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potential litigation and regulatory actions and disciplined execution by key management. Forward-looking statements reflect our current expectations, based on currently available information, and are not guarantees of performance. Although we believe that the expectations reflected in such forward-looking statements are reasonable, these expectations could prove inaccurate as such statements involve risks and uncertainties, many of which are beyond our ability to control or predict. Should one or more of these risks or uncertainties, or other risks or uncertainties not currently known to us or that we currently deem to be immaterial, materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. Important factors relating to these risks and uncertainties include, but are not limited to, those described in Part&n bsp;I, Item 1A. contained in our Annual Report on Form 10-K for the period ended January 30, 2010 under the heading “Risk Factors” and those described from time to time in our future reports filed with the SEC.

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