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): February 1, 2006

PERRY ELLIS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Florida	0-21764	59-1162998
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

3000 N.W. 107th Avenue Miami, Florida	33172
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (305) 592-2830

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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Securities 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 1.02 Termination of a Material Definitive Agreement.

On February 1, 2006, Perry Ellis International, Inc. (the “Company”) called for redemption $57 million in principal amount of its 9 ¹/2% Senior Secured Notes (the “Notes”). The redemption will be effective on March 15, 2006. The Notes were issued in accordance with an indenture (the “Indenture”) dated as of March 22, 2002 among the Company, certain of the Company’s subsidiaries, as guarantors and U.S. Trust Bank f/k/a State Street Bank and Trust Company, as trustee. In accordance with the terms of the Indenture, the Notes will be redeemed at a premium of 102.375%. The Company expects to incur debt extinguishment cost of approximately $3.0 million during the first quarter of fiscal 2007 in connection with the redemption. The Company expects to use its $175 million revolving senior credit facility and cash flow from operations to redeem the Notes. The Company expects that the redemption will result in an annual interest expense savings of $1.5 million as a result of the lowering of its overall cost of capital.

The Notes are secured by a first priority security interest granted in the Company’s portfolio of trademarks and licenses existing on the date of issuance of the Notes; all license agreements with respect to these trademarks; and all income, royalties and other payments with respect to such licenses. The Notes are senior secured obligations of the Company and rank pari passu in right of payment with all of the Company’s existing and future senior indebtedness. The Notes are effectively senior to all unsecured indebtedness of the Company to the extent of the value of the assets securing the Notes.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

Not Applicable.

(b) Pro Forma Financial Information (unaudited).

Not Applicable.

(c) Exhibits.

99.1 Perry Ellis International, Inc. Press Release dated February 1, 2006.

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.

	PERRY ELLIS INTERNATIONAL, INC.
Date: February 6, 2006	By:	/s/ Rosemary B. Trudeau
	Name:	Rosemary B. Trudeau
	Title:	VP Finance

EXHIBIT INDEX

Exhibit No.	Description
99.1	Perry Ellis International, Inc. Press Release dated February 1, 2006.

EX-99.1

Exhibit 99.1

Perry Ellis International exercises call provision to Redeem $57 million 9 ¹/2 Senior

Secured Notes as of March 15, 2006

MIAMI— February 1, 2006— Perry Ellis International, Inc. (Nasdaq: PERY) today announced that it has exercised the call provision of the $57 million 9 ¹/2 Senior Secured Notes to redeem these notes effective March 15, 2006.

The Company indicated that it expects annual interest expense savings of approximately $1.5 million as a result of lowering its overall cost of capital from this transaction. The Company expects to utilize its $175 million revolving senior credit facility and cash flow from operations to redeem the senior secured notes. As of January 31, 2006, the Company had approximately $40 million of borrowings outstanding on its $175 million revolving senior credit facility.

The call provision as of March 15, 2006 permits the bonds to be redeemed at a premium of 102.375%, and the Company expects to incur debt extinguishment costs of approximately $3.0 million during the first quarter of fiscal 2007 in connection with this action, including call premium costs, write-off of bond issue costs and costs associated with the termination of derivatives related to the senior secured notes.

George Feldenkreis, Chairman & CEO commented: “We are pleased that our strong cash flow allows us to take advantage of this opportunity to reduce our overall cost of capital. During the year ended January 31, 2006 as a result of the February 2005 Tropical Sportswear and January 2006 Gotcha acquisitions, we funded approximately $95 million of acquisitions from our credit facility. Despite this, as a result of our strong cash flow from operations and working capital management we were able to repay approximately $65 million of these borrowings. This demonstrates our ability and commitment to generate strong cash flow.”

About Perry Ellis International

Perry Ellis International, Inc. is a leading designer, distributor and licensor of a broad line of high quality men’s and women’s apparel, accessories, and fragrances, including dress and casual shirts, golf sportswear, sweaters, dress and casual pants and shorts, jeans wear, active wear and men’s and women’s swimwear to all major levels of retail distribution. The company, through its wholly owned subsidiaries, owns a portfolio of highly recognized brands including Perry Ellis(R), Jantzen(R), Cubavera(R), Munsingwear(R), Savane(R), Original Penguin(R), Grand Slam(R), Natural Issue(R), Pro Player(R), the Havanera Co.(R), Axis(R), Tricots St. Raphael(R), Gotcha^®, Girl Star^® and MCD^®. The company also licenses trademarks from third parties including Nike(R) for swimwear, and PING(R) and PGA TOUR(R) for golf apparel. Additional information on the company is available at http://www.pery.com.

Safe Harbor Statement

Forward-looking statements (statements which are not historical facts) in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The actual results of Perry Ellis could differ materially from those expressed or indicated by forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, general economic conditions, a significant decrease in business from or loss of any of Perry Ellis’ major customers, anticipated and unanticipated trends and conditions in the apparel industry, including current or future retail and wholesale consolidation, the effectiveness of Perry Ellis’ planned advertising, marketing and promotional campaigns, the seasonality and performance of Perry Ellis’ swimwear business, the ability of Perry Ellis to contain costs, disruption in the supply chain, Perry Ellis’ future capital needs and ability to obtain financing, ability to integrate businesses, trademarks, trade names and licenses, including the recently completed Gotcha acquisition, the ability to predict consumer preferences and changes in fashion trends and consumer acceptance of both new designs and newly introduced products, changes in the costs of raw materials, labor and advertising, the ability to carry out growth strategies, the level of consumer spending for apparel and other merchandise, the ability to compete, termination or non-renewal of any material license agreements to which Perry Ellis is a party, exposure to foreign currency and interest rate risk, possible disruption in commercial activities due to terrorist activity and armed conflict and other factors, including those set forth in Perry Ellis’ filings with the Securities and Exchange Commission. Investors are cautioned that all forward-looking statements involve risks and uncertainties, including those risks and uncertainties detailed in Perry Ellis’ filings with the SEC. Any forward-looking statements speak only as of the day hereof and Perry Ellis disclaims any intent or obligation to update the same.

CONTACT: Perry Ellis International, Inc., Miami

Rosemary Trudeau, 305-873-1294

Rosemary.trudeau@pery.com