8-K

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):   December 27, 2007

The Finish Line, Inc.

(Exact Name of Registrant as Specified in Charter)

Indiana	0-20184	35-1537210
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3308 North Mitthoeffer Road, Indianapolis, Indiana	46235
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (317) 899-1022

N/A

(Former Name or Former Address, if Changed Since Last Report)

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)

¨    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

The Finish Line, Inc. (the “Company”) previously disclosed a lawsuit (the “Lawsuit”) filed by Genesco Inc. (“Genesco”) in the Chancery Court in Nashville, Tennessee relating to the proposed acquisition of Genesco by the Company (the “Merger”) pursuant to the Agreement and Plan of Merger (the “Agreement”) dated June 17, 2007, among the Company, Headwind, Inc. and Genesco.

The Company also remains as a defendant, along with Genesco, in a complaint for declaratory relief filed by UBS Securities LLC and UBS Loan Finance LLC (collectively, “UBS”), in the United States District Court for the Southern District of New York.  UBS is seeking a declaration in that New York court that its Commitment Letter with the Company for such financing, which expires on April 30, 2008, is void and/or may properly be terminated by UBS because the Company will not be able to provide, prior to the expiration of the Financing Commitment, a valid solvency certificate attesting to the solvency of the combined Finish Line-Genesco entity resulting from the Merger and such a certificate is a condition precedent to the closing of the financing.

The Chancery Court in Nashville, Tennessee issued its opinion on December 27, 2007 in the Lawsuit.  It held that the Company is required to close the merger with Genesco and use reasonable efforts to obtain the financing required to do so.  The Court reserved for determination by the United States District Court for the Southern District of New York as to whether the merged entity would be insolvent.  If the New York District Court so holds, the merger will be halted.

A copy of the Company’s press release related to the decision of the Chancery Court in Nashville Tennessee is attached as Exhibit 99.1 hereto and incorporated by reference herein.

 

Item 9.01 Financial Statements and Exhibits

(d)	Exhibits
	Exhibit No.	Description
	99.1	Press Release issued December 27, 2007

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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 hereunto duly authorized.

	The Finish Line, Inc.
Date: December 28, 2007	By:	/s/ Kevin S. Wampler
		Kevin S. Wampler
		Executive Vice President-Chief Financial Officer and Assistant Secretary

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release issued December 27, 2007

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EX-99.1

Exhibit 99.1

FINISH LINE PROVIDES UPDATE ON GENESCO LITIGATION

INDIANAPOLIS, December 27, 2007 – The Finish Line, Inc. (NASDAQ: FINL) said that it is disappointed with the ruling issued today by the Chancery Court in Nashville, Tennessee, is studying the Court’s decision and is considering its options, including the possibility of an appeal.

The litigation concerning the commitment made by UBS Securities LLC and UBS Loan Finance LLC (collectively, “UBS”) to finance the Genesco transaction is pending in the United States District Court for the Southern District of New York.  In holding that The Finish Line is required to close the merger with Genesco Inc. (NYSE:GCO), the Nashville Court expressly reserved for determination by the New York Court whether the merged entity would be insolvent.  If the New York Court so holds, the merger will be halted.

Alan H. Cohen, Chief Executive Officer of The Finish Line said, “While the litigation proceeds, we are continuing to operate our business in the ordinary course and are focused on implementing our product and branding strategies.”

About The Finish Line

The Finish Line, Inc. is one of the largest mall-based specialty retailers operating under the Finish Line and Man Alive brand names.  The Finish Line, Inc. is publicly traded on the NASDAQ Global Select Market under the symbol FINL.  The Company currently operates 701 Finish Line stores in 47 states and online and 96 Man Alive stores in 19 states and online.  To learn more about these brands, visit www.finishline.com and www.manalive.com.

Forward-Looking Statements

Certain statements contained in this press release regard matters that are not historical facts and are forward looking statements (as such term is defined in the rules promulgated pursuant to the Securities Act of 1933, as amended).  Because such forward looking statements contain risks and uncertainties, actual results may differ materially from those expressed in or implied by such forward looking statements.  Factors that could cause actual results to differ materially include, but are not limited to: changing consumer preferences; the Company’s inability to successfully market its footwear, apparel, accessories and other merchandise; price, product and other competition from other retailers (including internet and direct manufacturer sales); the unavailability of products; the inability to locate and obtain favorable lease terms for the Company’s stores; the loss of key employees, general economic conditions and adverse factors impacting the retail athletic industry; management of growth; costs and uncertainties relating to the Agreement and Plan of Merger between the Company and Genesco and the related litigation; and the other risks detailed in the Company’s Securities and Exchange Commission filings.  The Company undertakes no obligation to release publicly the results of any revisions to these forward looking statement that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

CONTACTS:

Investor Relations,

Kevin S. Wampler, Executive Vice President - CFO,

317-899-1022, ext 6914

Media Requests,

Elise Hasbrook, Corporate Communications Manager,

317-899-1022, ext 6827