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CACH > SEC Filings for CACH > Form 8-K on 30-May-2014All Recent SEC Filings

Show all filings for CACHE INC

Form 8-K for CACHE INC


Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Item 1.01 Entry into a Material Definitive Agreement

On May 28, 2014, Cache, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with B. Riley & Co., LLC (the "Underwriter"). Pursuant to the Underwriting Agreement, the Company agreed to sell and the Underwriter agreed to purchase (the "Offering"), subject to the terms and conditions contained therein, 8,000,000 shares of the Company's common stock, with a par value of $0.01 (the "Common Stock"), at a price per share of $1.645. The Company also granted the Underwriter a 30-day option to purchase up to 1,200,000 additional shares of Common Stock at the same price per share. Payment by the Underwriter of the purchase price for the shares purchased and delivery by the Company of the shares sold is expected to occur on June 2, 2014, subject to customary closing conditions. The Underwriting Agreement contains customary representations, warranties and covenants by the Company and provides for customary indemnification by each of the Company and the Underwriter for losses or damages arising out of or in connection with the sale of the Common Stock.

The shares being sold by the Company were registered pursuant to a "shelf" registration statement on Form S-3 (File No. 333-194805) (the "Initial Registration Statement"), as supplemented by a registration statement (File No. 333-196303) filed on May 28, 2014 to register additional securities under the Initial Registration Statement (together with the Initial Registration Statement, the "Registration Statement"), that the Company filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), on April 25, 2014, and which the Commission declared effective as of April 28, 2014, including a base prospectus constituting a part thereof, as supplemented by a prospectus supplement relating to the shares filed with the Commission pursuant to Rule 424(b) under the Act.

The Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. The representations and warranties made by the parties to the Underwriting Agreement were made solely for the purposes of the Underwriting Agreement and to allocate risk between said parties. You should not rely on the representations, warranties and covenants in the Underwriting Agreement.

A copy of the legal opinion of Thompson Hine LLP, relating to the validity of the shares to be issued in the Offering, is filed as Exhibit 5.1 to this report and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.

Copies of each of the Company's press releases announcing the commencement and pricing of the offering are attached as Exhibit 99.1 and Exhibit 99.2, respectively, to this report and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No                               Description
1.1          Underwriting Agreement, dated May 28, 2014, by and between
             Cache, Inc. and B. Riley & Co., LLC
5.1          Opinion of Thompson Hine LLP
23.1         Consent of Thompson Hine LLP (included in Exhibit 5.1)
99.1         Press release regarding the commencement of the Offering, dated
             May 27, 2014
99.2         Press release regarding the pricing of the Offering, dated May 28,

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