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) March 5, 2013
K-SWISS INC.
(Exact name of registrant as specified in its charter)
Delaware |
0-18490 |
95-4265988 |
31248 Oak Crest Drive, Westlake Village, CA |
91361 |
818-706-5100 | |
N/A |
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 (see General Instruction A.2 below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
X Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. |
Other Events. |
On March 5, 2013, K-Swiss Inc., a Delaware corporation (the Company), issued a press release announcing that it has established a record date and a meeting date for a special meeting of its stockholders to, among other things, consider and vote on a proposal to adopt and approve the previously announced Agreement and Plan of Merger, dated January 16, 2013 (the Merger Agreement), by and among 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).
The press release, dated March 5, 2013, is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01. |
Financial Statements and Exhibits. |
(d) |
Exhibits. |
|
Exhibit Number |
Description of Exhibit | |
99.1 |
Press Release issued March 5, 2013. |
Forward-Looking Statements
This Current Report on Form 8-K and Exhibit 99.1 hereto contain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 about the expected timing for closing of the Merger. These statements are based on the current beliefs and expectations of the Companys management and are subject to known and unknown risks and uncertainties, including, but not limited to: (i) the Company may be unable to obtain stockholder approval as required for the Merger; (ii) conditions to the closing of the Merger may not be satisfied or waived; (iii) the Merger may involve unexpected costs, liabilities or delays; (iv) the outcome of any legal proceeding relating to the Merger; (v) the ability and timing to obtain required regulatory approvals; (vi) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; and (vii) other risks to consummation of the Merger, including the risk that the Merger will not be consummated within the expected time period or at all. A complete description of these factors, as well as others which could affect the Company's business is set forth in the Company's periodic filings, including its Form 10-K for the year ended December 31, 2012, which was filed with the Securities and Exchange Commission (SEC) on February 27, 2013. Readers are cautioned not to place undue reliance on these forward-looking statements. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise.
Additional Information about the Proposed Merger and Where to Find It
In connection with the proposed Merger, the Company plans to file with the SEC and furnish to its stockholders a proxy statement. BEFORE MAKING ANY VOTING DECISION, STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER AND RELATED MATTERS. Stockholders will be able to obtain free copies of the proxy statement and other documents filed with the SEC by the Company through the website maintained by the SEC at www.sec.gov, at the Companys website at http://www.kswiss.com/customer/page/investors and from the Company by directing a written request to K-Swiss Inc., 31248 Oak Crest Drive, Westlake Village, CA 91361, Attention: Investor Relations.
The Company and its executive officers and directors may be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the proposed Merger. Information about the interests of these executive officers and directors in the proposed Merger will be included in the proxy statement described above. Additional information regarding these directors and executive officers is also included in the Companys 10-K, which was filed with the SEC on February 27, 2013. This document is available free of charge at the SECs website at www.sec.gov and from the Company by contacting Investor Relations at the address set forth above.
SIGNATURES
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 thereunto duly authorized.
K-Swiss Inc.
| |
Date: March 6, 2013 |
By: /s/ George Powlick |
EXHIBIT INDEX
Exhibit |
Description |
99.1 |
Press Release issued March 5, 2013. |
Exhibit 99.1
Contact: George Powlick
Chief Financial Officer
(818) 706-5100
K●SWISS SCHEDULES SPECIAL STOCKHOLDER MEETING IN CONNECTION WITH E.LAND TRANSACTION
WESTLAKE VILLAGE, Calif. (March 5, 2013) ─ KSwiss Inc. (NASDAQ: KSWS) has scheduled a special meeting of stockholders to, among other things, consider and vote on a proposal to adopt and approve the previously announced Agreement and Plan of Merger, dated January 16, 2013, by and among KSwiss, E.Land World Limited, a corporation organized under the laws of the Republic of Korea, Ian Acquisition Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of E.Land (Merger Sub), pursuant to which Merger Sub will be merged with and into KSwiss, with KSwiss surviving as an indirect wholly owned subsidiary of E.Land. The special meeting will be held on Friday, April 26, 2013, at 8 a.m. Los Angeles time at the Companys corporate headquarters, located at 31248 Oak Crest Drive in Westlake Village, California.
KSwiss stockholders of record as of the close of business Friday, March 8, 2013, will be entitled to notice of and to vote at the special meeting.
The merger, which is expected to close during the second quarter of 2013, requires the approval of 80% of KSwiss outstanding voting power and applicable regulatory approvals in addition to other customary closing conditions.
About KSwiss
Founded more than forty years ago in Van Nuys, California, KSwiss introduced the first all-leather tennis shoe, the KSwiss Classic in 1966. Since its inception, KSwiss has rooted itself in California Sport with an aim to be the most inspiring and innovative sports brand in the market. Today the Company offers performance and lifestyle footwear and apparel for several categories under its California Sports umbrella including Tennis Heritage, California Fit (Running, Triathlon and Fitness) and California Youth. KSwiss also designs, develops and markets footwear under the Palladium brand. For more information about KSwiss, visit www.kswiss.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 about the expected timing for closing of the merger. These statements are based on the current beliefs and expectations of KSwiss management and are subject to known and unknown risks and uncertainties, including, but not limited to: (i) KSwiss may be unable to obtain stockholder approval as required for the merger; (ii) conditions to the closing of the merger may not be satisfied or waived; (iii) the merger may involve unexpected costs, liabilities or delays; (iv) the outcome of any legal proceeding relating to the merger; (v) the ability and timing to obtain required regulatory approvals; (vi) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; and (vii) other risks to consummation of the merger, including the risk that the merger will not be consummated within the expected time period or at all. A complete description of these factors, as well as others which could affect the Companys business is set forth in the Companys periodic filings, including its Form 10-K for the year ended December 31, 2012, which was filed with the Securities and Exchange Commission (SEC) on February 27, 2013. Readers are cautioned not to place undue reliance on these forward-looking statements. KSwiss undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise.
Additional Information about the Proposed Merger and Where to Find It
In connection with the proposed merger, KSwiss plans to file with the SEC and furnish to its stockholders a proxy statement. BEFORE MAKING ANY VOTING DECISION, STOCKHOLDERS OF KSWISS INC. ARE URGED TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER AND RELATED MATTERS. Stockholders will be able to obtain free copies of the proxy statement and other documents filed with the SEC by KSwiss through the website maintained by the SEC at www.sec.gov, at the KSwiss website at http://www.kswiss.com/customer/page/investors and from KSwiss by directing a written request to KSwiss, 31248 Oak Crest Drive, Westlake Village, CA 91361, Attention: Investor Relations.
KSwiss and its executive officers and directors may be deemed to be participants in the solicitation of proxies from the stockholders of KSwiss in connection with the proposed merger. Information about the interests of these executive officers and directors in the transaction described herein will be included in the proxy statement described above. Additional information regarding these directors and executive officers is also included in the Companys Form 10-K, which was filed with the SEC on February 27, 2013. This document is available free of charge at the SECs website at www.sec.gov and from KSwiss by contacting Investor Relations at the address set forth above.
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