-----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, TAHBLHj//qTiymaMRlI6zeUqvsWHOZl/pkURU6woVEeCiZRUrec0nqh0mnIeCyIZ jemsyq9Y75pz5w4NdG1sNg== 0001104659-06-002160.txt : 20060113 0001104659-06-002160.hdr.sgml : 20060113 20060113170435 ACCESSION NUMBER: 0001104659-06-002160 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060113 ITEM INFORMATION: Other Events FILED AS OF DATE: 20060113 DATE AS OF CHANGE: 20060113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REEBOK INTERNATIONAL LTD CENTRAL INDEX KEY: 0000770949 STANDARD INDUSTRIAL CLASSIFICATION: RUBBER & PLASTICS FOOTWEAR [3021] IRS NUMBER: 042678061 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09340 FILM NUMBER: 06530546 BUSINESS ADDRESS: STREET 1: 1895 J W FOSTER BLVD CITY: CANTON STATE: MA ZIP: 02021 BUSINESS PHONE: 7814015000 MAIL ADDRESS: STREET 1: 1895 J W FOSTER BLVD CITY: CANTON STATE: MA ZIP: 02021 8-K 1 a06-2465_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

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 13, 2006

 

REEBOK INTERNATIONAL LTD.

(Exact name of registrant as specified in its charter)

 

MASSACHUSETTS

 

1-9340

 

04-2678061

(State or other jurisdiction of

 

(Commission

 

(IRS Employer

incorporation)

 

File Number)

 

Identification No.)

 

1895 J.W. FOSTER BOULEVARD, CANTON, MA

 

02142

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code (781) 401-5000.

 

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:

 

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

 

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

 

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

 

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

 

 


 

Section 8 — Other Events

 

Item 8.01 Other Events

 

On January 13, 2006, Reebok International Ltd. (“Reebok”), in order to comply with its obligation to provide notice of the proposed effective date of a merger under the terms of its Indenture dated as of November 29, 2004 and its Indenture dated as of April 30, 2004, each between Reebok and U.S. Bank National Association as Trustee, filed with the Trustee a notice under each Indenture stating that the merger (the “Merger”) between Reebok and a wholly-owned subsidiary of adidas-Salomon AG (“adidas”) could close as early as January 31, 2006.  The closing of the Merger is subject to conditions that have not yet been satisfied, including receipt of necessary antitrust approvals from the European Union and approval of the Reebok shareholders, and the Merger will not close unless and until all such closing conditions have been satisfied or waived.

 

In connection with the proposed Merger, Reebok has filed a definitive proxy statement on December 20, 2005.  Before making any voting or investment decision, Reebok’s stockholders and investors are urged to read the definitive proxy statement regarding the Merger and any other relevant documents carefully in their entirety because they will contain important information about the proposed transaction. The definitive proxy statement and other documents filed with the SEC are available free of charge at the SEC’s website, www.sec.gov. Stockholders and investors in Reebok are also able to obtain the proxy statement and other documents free of charge by directing their requests to: Office of Investor Relations, Reebok International Ltd., 1895 J.W. Foster Boulevard, Canton, MA 02021.

 

Reebok and its directors, executive officers and other members of management may be deemed to participate in the solicitation of proxies in respect of the proposed Merger. Information regarding Reebok’s directors and executive officers is available in Reebok’s definitive proxy statement for its 2005 annual meeting of stockholders, which was filed with the SEC on March 8, 2005, and the definitive proxy statement related to the Merger, which was filed with the SEC on December 20, 2005.

 


 

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.

 

 

 

REEBOK INTERNATIONAL LTD.

 

 

 

 

 

 

 

 

 

 

January 13, 2006

 

By:

 

/s/ David A. Pace

 

 

 

 

 

 

 

Name:

 

David A. Pace

 

 

Title:

 

Senior Vice President and General Counsel

 

 

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