New York
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0-14818
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14-1541629
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(State or Other Jurisdiction of
Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common shares, $0.01 par value per share
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TWMC
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NASDAQ Stock Market (Common Shares)
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Item 8.01
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Other Events
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Item 9.01
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Financial Statements and Exhibits
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Exhibit
No.
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Description
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Press Release dated February 7, 2020.
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•
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the risk that the Transaction may not be completed in a timely manner or at all, which may adversely affect the Company’s business and the price of the Company’s common stock;
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•
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the failure to satisfy any of the conditions to the consummation of the Transaction, including the adoption of the purchase agreement by the Company’s stockholders and the receipt of third party consents;
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•
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the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Asset Purchase Agreement;
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•
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the effect of the announcement or pendency of the Transaction on the Company’s business relationships, operating results and business generally;
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•
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risks that the Transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the Transaction;
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•
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risks related to diverting management’s attention from the Company’s ongoing business operations;
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•
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the outcome of any legal proceedings that may be instituted against the Company related to the Transaction,
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•
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unexpected costs, charges, expenses, liabilities or delays in the consummation of the Transaction;
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•
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the Company’s ability to operate as a going-concern following the closing of the Transaction; and
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•
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other risks described in the Company’s filings with the SEC, such as its Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K.
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Exhibit
No.
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Description
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Press Release dated February 7, 2020.
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TRANS WORLD ENTERTAINMENT CORPORATION
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Date: February 7, 2020
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/s/ Edwin Sapienza
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Edwin Sapienza
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Chief Financial Officer
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Contact:
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Trans World Entertainment
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Financial Relations Board
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Edwin Sapienza
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Marilynn Meek
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Chief Financial Officer
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(mmeek@frbir.com)
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(518) 452-1242
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(212) 827-3773
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38 Corporate Circle
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Albany, NY 12203
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www.twec.com
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NEWS RELEASE
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•
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the risk that the Transaction may not be completed in a timely manner or at all, which may adversely affect the Company’s business and the price of the Company’s common stock;
|
•
|
the failure to satisfy any of the conditions to the consummation of the Transaction, including the adoption of the purchase agreement by the Company’s stockholders and the receipt of third party consents;
|
•
|
the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Asset Purchase Agreement;
|
•
|
the effect of the announcement or pendency of the Transaction on the Company’s business relationships, operating results and business generally;
|
•
|
risks that the Transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the Transaction;
|
•
|
risks related to diverting management’s attention from the Company’s ongoing business operations;
|
•
|
the outcome of any legal proceedings that may be instituted against the Company related to the Transaction,
|
•
|
unexpected costs, charges, expenses, liabilities or delays in the consummation of the Transaction;
|
•
|
the Company’s ability to operate as a going-concern following the closing of the Transaction; and
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•
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other risks described in the Company’s filings with the SEC, such as its Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K.
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