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VNCE > SEC Filings for VNCE > Form 8-K on 27-Nov-2013All Recent SEC Filings

Show all filings for VINCE HOLDING CORP.

Form 8-K for VINCE HOLDING CORP.


27-Nov-2013

Entry into a Material Definitive Agreement, Creation of a Direct Financial Ob


Item 1.01 Entry into Material Definitive Agreements.

In connection with the closing of the initial public offering of Vince Holding Corp. (the "Company"), the Company completed a series of restructuring transactions through which (i) Kellwood Holding, LLC acquired the non-Vince businesses, which include Kellwood Company, LLC, from the Company and (ii) the Company continues to own and operate the Vince business, which includes Vince,
LLC. Affiliates of Sun Capital Partners, Inc. ("Sun Capital") continue to own and control the non-Vince businesses through their ownership of Kellwood Holding, LLC.

Shared Services Agreement

On November 27, 2013, in connection with the closing of the initial public offering of the Company on November 27, 2013 (the "Offering"), Vince, LLC ("Vince") entered into the Shared Services Agreement with Kellwood Company, LLC ("Kellwood") pursuant to which Kellwood will provide support services to Vince in various operational areas including, among other things, retail e-commerce, finance, distribution, logistics, information technology, accounts payable, credit and collections and payroll and benefits.

The Shared Services Agreement may be modified or supplemented to include new services under terms and conditions to be mutually agreed upon in good faith by the parties. The fees for all services received by Vince from Kellwood, including any new services mutually agreed upon by the parties, will be at cost.

Vince may terminate any or all of the services at any time for any reason (with or without cause) upon giving Kellwood the required advance notice for termination for that particular service. Additionally, the provision of certain services which are services which require a term as a matter of law and services which are based on a third-party agreement with a set term, shall terminate automatically upon the related date specified on the schedules to the Shared Services Agreement.

The foregoing is only a summary of the material terms of the Shared Services Agreement and does not purport to be complete, and is qualified in its entirety by reference to the Shared Services Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated by reference herein.

Tax Receivable Agreement

On November 27, 2013, in connection with the closing of the Offering, the Company entered into the Tax Receivable Agreement with its stockholders immediately prior to the consummation of the Offering (the "Pre-IPO Stockholders"). The Tax Receivable Agreement provides for payments to the Pre-IPO Stockholders in an amount equal to 85% of the aggregate reduction in taxes payable realized by the Company and its subsidiaries from the utilization of certain tax benefits (including net operating losses and tax credits) generated prior to the consummation of the Offering and certain Section 197 intangible deductions.

The Tax Receivable Agreement will terminate upon the earlier of (i) the date all such tax benefits have been utilized or expired, (ii) the last day of the tax year including the tenth anniversary of the Offering and (iii) the mutual agreement of the parties thereto, unless earlier terminated in accordance with the terms thereof. An affiliate of Sun Capital may elect to terminate the Tax Receivable Agreement upon the occurrence of a "Change of Control" (as defined in the Tax Receivable Agreement). In connection with any such termination, the Company will be obligated to pay the present value (calculated at a rate per annum equal to LIBOR plus 200 basis points as of such date) of all remaining net tax benefit payments that would be required to be paid to the Pre-IPO Stockholders from such termination date, applying the valuation assumptions set forth in the Tax Receivable Agreement.

The foregoing is only a summary of the material terms of the Tax Receivable Agreement and does not purport to be complete, and is qualified in its entirety by reference to the Tax Receivable Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.2 and incorporated by reference herein.

Consulting Agreement

On November 27, 2013, in connection with the closing of the Offering, the Company entered into an agreement with Sun Capital Partners Management V, LLC ("Sun Capital Management"), an affiliate of Sun Capital, to (i) reimburse Sun Capital Management or any of its affiliates providing consulting services under the agreement for out-of-pocket expenses incurred in providing consulting services to us and (ii) provide Sun Capital Management with customary indemnification for any such services.

. . .



Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 "Entry into Material Definitive Agreements" regarding entry into the new term loan facility and new revolving credit facility is incorporated into this Item 2.03 by reference.




Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(a) Not applicable

(b) Not applicable

(c) Not applicable

(d) Not applicable

(e)

Indemnification Agreements

On November 27, 2013, the Company entered into indemnification agreements with its directors and executive officers (including its Chief Executive Officer and Chief Financial Officer) in connection with the closing of the Offering. The forms of indemnification agreements are attached to this Current Report on Form 8-K as Exhibits 10.6 and 10.7, respectively, and incorporated herein by reference. The following summary of the forms of indemnification agreements does not purport to be complete and is subject to and qualified in its entirety by reference to Exhibits 10.6 and 10.7.

The indemnification agreements provide, to the fullest extent permitted under law, indemnification against all expenses and liabilities (each as defined in the indemnification agreements) arising out of or resulting from indemnitee's status as a director, officer, employee, agent or fiduciary of the Company or any direct or indirect subsidiary of the Company or any other entity when serving in such capacity at the Company's request. In addition, the indemnification agreements provide that the Company will pay in advance of a final disposition of a claim, to the extent not prohibited by law, related expenses as and when incurred by the indemnitee, subject to certain requirements set forth in the indemnification agreements.

The 2010 Option Plan

On November 21, 2013, in connection with the closing of the Offering, the Company assumed Kellwood Company's remaining obligations under the Kellwood 2010 Option Plan (as amended, the "2010 Option Plan"), including with respect to issued and outstanding options thereunder (after giving effect to the Offering and the IPO Restructuring Transactions). After giving effect to such assumption and the IPO Restructuring Transactions, the Company, effective as of November 21, 2013, assumed under the 2010 Option Plan (i) 1,153,291 options to acquire shares of the Company's common stock previously granted by Kellwood Company to Jill Granoff, its Chief Executive Officer, on May 4, 2012 (with an adjusted exercise price of $5.75 per share) and (ii) 196,853 options to acquire shares of the Company's common stock previously granted by Kellwood Company to Lisa Klinger, its Chief Financial Officer, on December 10, 2012 (with an adjusted exercise price of $5.75 per share); provided, that the exercisability of such grants was conditioned upon the consummation of the Offering. The options previously issued by Kellwood Company to Ms. Granoff were issued pursuant to that grant agreement dated as of May 4, 2012 (the "Granoff Grant Agreement"), as amended on December 30, 2012 (the "Granoff Amendment"). The options previously issued by Kellwood Company to Ms. Klinger were issued pursuant to that grant agreement dated as of December 10, 2012 (the "Klinger Grant Agreement"). The Company further amended both grant agreements on November 26, 2013 to eliminate the restrictions on exercisability following consummation of the Offering. After giving effect to such amendments, such options continue to vest over a five year period at a rate of 20% per year (beginning from the date of the original grant) and expire on the earlier of (A) the tenth anniversary of the grant date and (B) within a limited period of time following a termination of employment. We refer to the November 26, 2013 amendment to the Granoff Grant Agreement as the "Second Granoff Amendment" and to the November 26, 2013 amendment to the Klinger Grant Agreement as the "Klinger Amendment."

The foregoing summary of the Company's assumption of the 2010 Option Plan and the Granoff Grant Agreement and the Klinger Grant Agreement (each as amended) is qualified in its entirety by reference to the 2010 Option Plan, the Granoff Grant Agreement, the Granoff Amendment, the Klinger Grant Agreement, the Second Granoff Amendment and the Klinger Amendment, copies of which are attached to this Current Report on Form 8-K as Exhibits 10.8, 10.9, 10.10, 10.11, 10.12 and 10.13, respectively, and are incorporated by reference herein.

Vince Holding Corp. 2013 Omnibus Incentive Plan

On November 21, 2013, in connection with the closing of the Offering, the Company adopted the Vince Holding Corp. 2013 Omnibus Incentive Plan (the "Vince 2013 Incentive Plan"). The Vince 2013 Incentive Plan provides for grants of stock options, stock appreciation rights, restricted stock, and other stock-based awards.


Directors, officers and employees, as well as others performing consulting or advisory services for the Company, are eligible for grants under the Vince 2013 Incentive Plan. The purpose of the Vince 2013 Incentive Plan is to provide incentives that will attract, retain and motivate high performing officers, directors, employees and consultants by providing them with appropriate incentives and rewards either through a proprietary interest in the Company's long-term success or compensation based on their performance in fulfilling their personal responsibilities.

The aggregate number of shares of common stock which may be issued or used for reference purposes under the Vince 2013 Incentive Plan or with respect to which awards may be granted may not exceed 3,400,000 shares (including grants made to certain of the Company's executive officers, directors and employees under the . . .



Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a)

On November 27, 2013, the Company's Amended and Restated Certificate of Incorporation (the "Charter") and the Company's Amended and Restated Bylaws (the "Bylaws") became effective. A description of the Company's capital stock, giving effect to the adoption of the Charter and the Bylaws, is described in the Registration Statement on Form S-1 (File No. 333-191336) pursuant to which the Company registered the shares of its common stock sold in the Offering. The Charter and the Bylaws are filed herewith as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.



Item 8.01 Other Events.

On November 27, 2013, the Company issued a press release announcing the closing of the Offering and the concurrent exercise of the underwriters' option to purchase additional shares. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 Exhibit
   No.                                  Description of Exhibit

      3.1        Amended and Restated Certificate of Incorporation of Vince Holding
                 Corp.

      3.2        Amended and Restated Bylaws of Vince Holding Corp.

     10.1        Shared Services Agreement, dated as of November 27, 2013, by and
                 between Vince, LLC and Kellwood Company

     10.2        Tax Receivable Agreement, dated as of November 27, 2013, by and
                 between Vince Holding Corp., Sun Cardinal, LLC, and SCSF Cardinal,
                 LLC

     10.3        Consulting Agreement, dated as of November 27, 2013, by and between
                 Vince Holding Corp. and Sun Capital Partners Management V, LLC

     10.4        Credit Agreement, dated as of November 27, 2013, by and among Vince,
                 LLC, as Borrower, Vince Intermediate Holding Corp., Vince Holding
                 Corp., the several banks and other financial institutions or
                 entities from time to time party thereto, and Bank of America, N.A.,
                 as the agent for the lenders

     10.5        Credit Agreement, dated as of November 27, 2013, by and among Vince
                 and Vince Intermediate, as Borrowers, the Company, the several banks
                 and other financial institutions or entities from time to time party
                 thereto, and Bank of America, N.A., as the administrative agent for
                 the lenders

     10.6        Form of Indemnification Agreement (for directors and officers
                 affiliated with Sun Capital Partners, Inc.)

     10.7        Form of Indemnification Agreement (for directors and officers not
                 affiliated with Sun Capital Partners, Inc.)

--------------------------------------------------------------------------------
  10.8       Kellwood Company 2010 Amended and Restated Stock Option Plan
             (incorporated by reference to Exhibit 10.56 to the Company's
             Registration Statement on Form S-1 (File No. (333-191336) filed with
             the Securities Exchange Commission on September 24, 2013)

  10.9       2010 Stock Plan of Kellwood Company Grant Agreement, dated as of May 4,
             2012, between Kellwood Company and Jill Granoff (incorporated by
             reference to Exhibit 10.58 to the Company's Registration Statement on
             Form S-1 (File No. (333-191336) filed with the Securities Exchange
             Commission on September 24, 2013)

  10.10      Amendment to Grant Agreement, dated December 30, 2012, between Kellwood
             Company and Jill Granoff (incorporated by reference to Exhibit 10.60 to
             the Company's Registration Statement on Form S-1 (File No. (333-191336)
             filed with the Securities Exchange Commission on September 24, 2013)

  10.11      2010 Stock Plan of Kellwood Company Grant Agreement, dated as of
             December 10, 2012, by and between Kellwood Company and Lisa Klinger
             (incorporated by reference to Exhibit 10.61 to the Company's
             Registration Statement on Form S-1 (File No. (333-191336) filed with
             the Securities Exchange Commission on September 24, 2013)

  10.12      Second Amendment to Grant Agreement, dated as of November 26, 2013, by
             and between Kellwood Company and Jill Granoff

  10.13      First Amendment to Grant Agreement, dated as of November 26, 2013 by
             and between Kellwood Company Lisa Klinger

  10.14      Vince Holding Corp. 2013 Omnibus Incentive Plan (incorporated by
             reference to Exhibit 10.66 to the Company's Registration Statement on
             Form S-1 (File No. (333-191336) filed with the Securities Exchange
             Commission on November 12, 2013)

  10.15      Form of Non-Qualified Stock Option Agreement

  10.16      Form of Restricted Stock Unit Agreement

  10.17      Vince 2013 Employee Stock Purchase Plan (incorporated by reference to
             Exhibit 10.67 to the Company's Registration Statement on Form S-1 (File
             No. (333-191336) filed with the Securities Exchange Commission on
             November 12, 2013)

  99.1       Press release of the Company dated November 27, 2013.


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