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Note R - Subsequent Event
12 Months Ended
Dec. 31, 2012
Subsequent Events [Text Block]
NOTE R – SUBSEQUENT EVENT

On January 16, 2013, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with E-Land World Limited, a corporation organized under the laws of the Republic of Korea (“Parent”), Ian Acquisition Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will be merged with and into the Company, with the Company surviving as an indirect wholly-owned subsidiary of Parent (the “Merger”).  Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger, each outstanding share of the Company’s Class A Common Stock and Class B Common Stock will be converted into the right to receive $4.75 in cash, without interest (the “Merger Consideration”).  Consummation of the Merger is subject to approval of the Merger by 80% of the Company’s voting power, and other customary closing conditions, including expiration or termination of the Hart-Scott-Rodino regulatory waiting period, expiration or termination of the relevant waiting period under the Korean Monopoly Regulation and Fair Trade Act (or approval of the business combination report filed thereunder by the Korean Fair Trade Commission), and the absence of any court order or other legal restraint prohibiting the Merger.  The Merger is expected to close in the second quarter of 2013.

Each option to acquire shares of the Company’s common stock, whether vested or unvested, that is outstanding at the effective time of the Merger will be cancelled in exchange for an amount in cash (without interest) equal to the product of (i) the excess, if any, of the Merger Consideration over the per share exercise price of such option and (ii) the number of shares subject to such option.

In connection with the entry into the Merger Agreement, on January 16, 2013, the Board adopted the K•Swiss Inc. Retention Bonus Plan (the “Plan”).  The Plan provides for the payment of retention bonuses in an aggregate amount not to exceed $1,500,000 to designated employees of the Company (i) who remain employed with the Company or a subsidiary through the close of business on the first anniversary of the closing of the Merger, or (ii) who are terminated by the Company without cause, or by the designated employee with good reason, or due to death or disability, on or after the closing of the Merger and prior to the first anniversary of the closing of the Merger.  Neither the Company’s Chief Executive Officer or his designee are eligible to participate in the Plan.  Administration of the Plan has been delegated to the Company’s Chief Executive Officer (or, if his employment terminates prior to the date all amounts are paid under the Plan, the most senior executive of the Company by position who was an employee of the Company immediately prior to the closing date of the Merger) (the “CEO”).  The CEO, as defined, has discretion to determine the employees who participate in the Plan and the bonus available to each participant, subject to approval of E-Land (which approval may not be unreasonably withheld or delayed).  As of the date hereof, the CEO and E-Land have not determined the participants, but it is expected that some or all of the Company’s named executive officers (other than the Company’s Chief Executive Officer) will participate in the Plan.

On January 22, 2013 a putative class action lawsuit was filed by David Raul as custodian for Malka Raul Utma NY, individually and on behalf of all similarly situated stockholders, in the Court of Chancery of the State of Delaware, C.A. No. 8239-CS, against K•Swiss, the members of the Company’s Board of Directors, and Merger Sub challenging the proposed Merger.  The lawsuit asserts claims for breach of fiduciary duty against the K•Swiss directors and aiding and abetting breach of fiduciary duty against K•Swiss and Merger Sub.  The lawsuit seeks to enjoin the proposed Merger, rescission or rescissory damages if the proposed Merger is consummated, an accounting, costs, attorneys’ and expert fees, and any other relief the court may deem proper.

On January 23, 2013 a putative class action lawsuit was filed by Mark Weiderman, individually and on behalf of all similarly situated stockholders, in the Superior Court of the State of California, County of Ventura, Case No. 56-2013-00430951-CU-BC-VTA, against K•Swiss, the members of the Company’s Board of Directors, and E-Land challenging the proposed Merger.  The lawsuit asserts claims for breach of fiduciary duty against the K•Swiss directors and aiding and abetting breach of fiduciary duty against K•Swiss and E-Land.  The lawsuit seeks to enjoin the defendants from consummating the proposed Merger, an injunction directing the K•Swiss directors to exercise their fiduciary duties to obtain a transaction which is in the best interest of K•Swiss’s stockholders, rescission of the proposed Merger to the extent it is implemented, costs, attorneys’ and expert fees and costs, and other equitable and/or injunctive relief the court may deem proper.

On January 25, 2013 a putative class action lawsuit was filed by Timothy Coyne, individually and on behalf of all similarly situated stockholders, in the Superior Court of the State of California, County of Los Angeles, Case No. BC499935, against K•Swiss, the members of the Company’s Board of Directors, E-Land and Merger Sub challenging the proposed Merger.  The lawsuit asserts claims for breach of fiduciary duty against the K•Swiss directors and aiding and abetting breach of fiduciary duty against E-Land and Merger Sub.  The lawsuit seeks to enjoin the defendants from consummating the proposed Merger and initiating any defensive measures that would inhibit their ability to maximize value for K•Swiss stockholders, rescission or rescissory damages if the Merger is consummated, an accounting, costs, attorneys’ and expert fees, pre-judgment and post-judgment interest, and any other relief the court deems proper.