SUBSEQUENT EVENT

12 Months Ended

Jan. 28, 2012

SUBSEQUENT EVENT

SUBSEQUENT EVENT

NOTE 19—SUBSEQUENT EVENT

        On January 29, 2012, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Auto Acquisition Company, LLC and Auto Mergersub, Inc., entities formed by affiliates of The Gores Group, LLC. The Merger Agreement was unanimously approved by the Company's Board of Directors on January 29, 2012. On the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the merger; (i) each share of the Company's common stock issued and outstanding immediately prior to such time shall be converted into the right to receive $15.00 in cash, without interest; (ii) each outstanding option will vest (if not already vested), then will be canceled, and the holder will receive an amount, if any, equal to the excess of $15.00 over the applicable exercise price for each option; and (iii) each outstanding restricted stock unit, including those deferred by the holder and those with performance or market conditions, will vest (if not already vested), then will be canceled, and the holder will receive $15.00 for each unit. As a result of the vesting of the options and restricted stock units, at the effective time of the merger, the Company will record a charge for the then unrecognized pre-tax compensation cost (see Note 14, "Equity Compensation Plans").

        Consummation of the merger is subject to customary conditions, including without limitation (i) the adoption of the Merger Agreement by the Company's shareholders, (ii) the expiration or early termination of the waiting period applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1974, as amended (which has been received), (iii) the absence of any law or order that is in effect and restrains, enjoins or otherwise prohibits the merger and (iv) the accuracy of the representations and warranties of the parties and compliance by the parties with their respective obligations under the Merger Agreement (subject to customary materiality qualifiers).

        The Merger Agreement contains certain termination rights. Upon termination of the Merger Agreement by the Company under specified circumstances, the Company will be required to pay the purchaser a termination fee of $25.0 million. If the Purchaser fails to consummate the transactions contemplated by the Merger Agreement on or prior to the date that is five business days after the satisfaction or waiver of all the conditions to the closing specified in the Merger Agreement, the purchaser will be required to pay the Company a reverse termination fee of $50.0 million. The merger is expected to close during the second quarter of fiscal year 2012.