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ZLC > SEC Filings for ZLC > Form 8-K on 21-Mar-2014All Recent SEC Filings

Show all filings for ZALE CORP

Form 8-K for ZALE CORP


Unregistered Sale of Equity Securities

Item 3.02. Unregistered Sale of Equity Securities

On March 18, 2014, Z Investment Holdings, LLC, an affiliate of Golden Gate Capital, exercised all of its warrants to purchase shares of Zale Corporation ("Zale") Common Stock at an exercise price of $2.00 per share. The warrants were issued to Z Investment Holdings LLC in May 2010 in connection with the execution of our senior secured term loan. As permitted by their terms, the exercise price for the warrants was paid through the surrender of warrants to purchase 1,042,609 shares of Zale Common Stock. As a result of the exercise of the warrants, Zale has approximately 43.1 million common shares outstanding, of which Z Investment Holdings, LLC received 10,022,075 shares, or approximately 23 percent of the common shares outstanding, upon exercise.

The sale is exempt from registration under the Securities Act of 1933 pursuant to Section 4(a)(2) of the Act. The sale represents the exercise by a sophisticated investor of warrants issued in 2010 and the receipt by that investor of legended shares of Zale Common Stock that are not transferable without registration or the availability of an exemption from registration.

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