As filed with the Securities and Exchange Commission on March 2, 2011
Registration Statement No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PERRY ELLIS
INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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Florida
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59-1162998
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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George Feldenkreis
Chairman of the Board and Chief Executive Officer
Perry Ellis International, Inc.
3000 N.W. 107 Avenue
Miami, Florida 33172
(305) 592-2830
(Address, including zip code, and telephone number
including area code, of
registrants principal executive offices and agent for service)
Copies to:
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Anita Britt
Chief Financial Officer
Perry Ellis International, Inc.
3000 N.W. 107 Avenue
Miami, Florida 33172
Telephone: (305) 592-2830
Telecopier: (786) 221-8083
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A. Jeffry Robinson, P.A.
Broad and Cassel
One Biscayne Tower, 21st Floor
2 South Biscayne Blvd.
Miami, FL 33131
Telephone: (305) 373-9400
Telecopier: (305) 373-9443
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Approximate date of commencement of proposed sale to the public:
From time to time after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check
the following box:
¨
If any of the securities being
registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following
box:
x
If this form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering.
x
Registration No. 333-167728
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering.
¨
If this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.
¨
If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a small reporting company. See the definitions of larger accelerated filer, accelerated filer, and small reporting company in Rule 12b-2 of the Exchange Act. (check one):
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Large accelerated filer
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¨
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Accelerated filer
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x
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Non-accelerated filer
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¨
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(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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CALCULATION OF REGISTRATION FEE
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Title of each class
of securities to be registered
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Amount
to be
registered(1)
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Proposed
maximum
aggregate
offering price(1)
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Amount of
registration fee(2)
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Common Stock, par value $0.01 per share
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Debt Securities
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Subsidiary Guarantees of Debt Securities (3)
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Total
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$16,920,000
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$16,920,000
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$1,964.41
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(1)
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The Registrant previously registered an aggregate amount of $200 million of Common Stock, Debt Securities and Subsidiary Guarantees of Debt Securities (collectively,
the Securities) on its Registration Statement on Form S-3 (Registration No. 333-167728). In accordance with Rule 462(b) under the Securities Act, an additional amount of Securities having a proposed maximum aggregate offering price
of no more than 20% of the maximum aggregate offering price of the Securities eligible to be sold under the related Registration Statement on Form S-3 (Registration No. 333-167728), for which a filing fee of $6,140 was previously paid, are
being registered.
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(2)
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Calculated pursuant to Rule 457(o) under the Securities Act.
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(3)
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Pursuant to Rule 457(n) under the Securities Act of 1933, no additional consideration will be received for the guarantees by Registrants guarantor subsidiaries
and no separate fee is payable with respect to the guarantees.
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Pursuant to
Rule 462(b) under the Securities Act of 1933, this Registration Statement shall become effective upon filing with the Securities and Exchange Commission.
ADDITIONAL REGISTRANTS
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Name of Additional Registrant
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State of
Incorporation
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I.R.S. Employee
Identification
Number
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Address, Including Zip Code, and
Telephone Number,
Including Area Code, or
Registrants Principal
Executive
Offices
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Jantzen, LLC
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Delaware
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42-1534560
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3000 N.W. 107 Avenue, Miami, FL 33172
(305) 592-2830
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Supreme International, LLC
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Delaware
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42-1534564
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3000 N.W. 107 Avenue, Miami, FL 33172
(305) 592-2830
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PEI Licensing, Inc.
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Delaware
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42-1534568
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3000 N.W. 107 Avenue, Miami, FL 33172
(305) 592-2830
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Jantzen Apparel, LLC
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Delaware
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51-0348614
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3000 N.W. 107 Avenue, Miami, FL 33172
(305) 592-2830
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Salant Holding, LLC
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Delaware
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13-4116384
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3000 N.W. 107 Avenue, Miami, FL 33172
(305) 592-2830
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Perry Ellis Menswear, LLC
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Delaware
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13-3402444
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3000 N.W. 107 Avenue, Miami, FL 33172
(305) 592-2830
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Perry Ellis Shared Services Corporation
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Delaware
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20-2085469
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3000 N.W. 107 Avenue, Miami, FL 33172
(305) 592-2830
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Winnsboro DC, LLC
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Delaware
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N/A
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3000 N.W. 107 Avenue, Miami, FL 33172
(305) 592-2830
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Tampa DC, LLC
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Delaware
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20-4534227
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3000 N.W. 107 Avenue, Miami, FL 33172
(305) 592-2830
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Supreme Real Estate I, LLC
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Florida
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N/A
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3000 N.W. 107 Avenue, Miami, FL 33172
(305) 592-2830
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Supreme Real Estate II, LLC
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Florida
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N/A
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3000 N.W. 107 Avenue, Miami, FL 33172
(305) 592-2830
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Supreme Realty, LLC
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Florida
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90-0087796
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3000 N.W. 107 Avenue, Miami, FL 33172
(305) 592-2830
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Perry Ellis Real Estate, LLC
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Delaware
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74-3043466
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3000 N.W. 107 Avenue, Miami, FL 33172
(305) 592-2830
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EXPLANATION AND INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
This Registration Statement on Form S-3 (the Registration Statement) is being filed with the Securities and Exchange Commission (the Commission) by Perry Ellis International, Inc.,
a Florida corporation (the Company), pursuant to Rule 462(b) and General Instruction IV of Form S-3, both promulgated under the Securities Act of 1933, as amended. This Registration Statement incorporates by reference the contents of the
Companys Registration Statement on Form S-3 (Registration No. 333-167728), as amended, including the exhibits thereto, which was declared effective by the Commission on November 26, 2010 (the Initial Registration
Statement).
This Registration Statement is being filed to increase the dollar amount of securities registered under the
Initial Registration Statement by $16,920,000 pursuant to Rule 462(b). This amount is less than 20% of the amount available for issuance under the Initial Registration Statement. The required opinion and consent are listed on the exhibit index
hereto and are filed herewith.
1
PART II
Information Not Required in Prospectus
All exhibits
filed with or incorporated by reference in Registration Statement No. 333-167728 are incorporated by reference into, and shall be deemed part of, this Registration Statement, except the following which are filed herewith.
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Exhibit No.
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Description
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5.1
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Legal Opinion of Broad and Cassel (*)
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23.1
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Consent of Deloitte & Touche LLP, independent registered public accounting firm (*)
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23.2
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Consent of Broad and Cassel (included in Exhibit 5.1) (*)
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24.1
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Power of Attorney of Officers and Directors of the Registrant (set forth on the signature pages to the initial filing)
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II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly
caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 2, 2011.
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PERRY ELLIS INTERNATIONAL, INC.
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By:
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/s/ George Feldenkreis
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George Feldenkreis,
Chairman of the Board and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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Name and Signature
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Title
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Date
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/s/ George Feldenkreis
George Feldenkreis
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Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)
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March 2, 2011
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*
Oscar Feldenkreis
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Vice Chairman of the Board, President
and Chief Operating Officer
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March 2, 2011
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*
Anita Britt
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Chief Financial Officer
(Principal Financial and Accounting Officer)
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March 2, 2011
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*
Joe Arriola
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Director
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March 2, 2011
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*
Gary Dix
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Director
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March 2, 2011
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*
Joseph P. Lacher
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Director
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March 2, 2011
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*
Joseph Natoli
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Director
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March 2, 2011
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*
Eduardo M. Sardina
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Director
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March 2, 2011
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*By:
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/s/ George Feldenkreis
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George Feldenkreis, as attorney-
in-fact pursuant to the applicable
power of attorney set forth in the
Registration Statement on Form S-3, Registration No. 333-167728
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II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly
caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 2, 2011.
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JANTZEN, LLC
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Perry Ellis International, Inc., as its manager
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/s/ George Feldenkreis
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George Feldenkreis,
Chairman of the Board and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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Name and Signature
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Title
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Date
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PERRY ELLIS INTERNATIONAL, INC.
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/s/ George Feldenkreis
George Feldenkreis,
Chairman of the Board and Chief Executive Officer
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Manager
(Principal Executive, Financial and Accounting Officer)
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March 2, 2011
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II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly
caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 2, 2011.
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SUPREME INTERNATIONAL, LLC
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By: Perry Ellis International, Inc., as its manager
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/s/ George Feldenkreis
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George Feldenkreis,
Chairman of the Board and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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Name and Signature
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Title
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Date
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PERRY ELLIS INTERNATIONAL, INC.
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/s/ George Feldenkreis
George Feldenkreis
Chairman of the Board and Chief Executive Officer
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Manager
(Principal Executive, Financial and Accounting Officer)
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March 2, 2011
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II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly
caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 2, 2011.
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PEI LICENSING, INC.
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By:
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*
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Ann Bukawyn,
President
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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Name and Signature
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Title
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Date
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*
Ann Bukawyn
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President
(Principal Executive, Financial and Accounting Officer)
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March 2, 2011
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/s/ George Feldenkreis
George Feldenkreis
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Director
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March 2, 2011
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*By:
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/s/ George Feldenkreis
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George Feldenkreis, as attorney-
in-fact pursuant to the applicable
power of attorney set forth in the
Registration Statement on Form S-3, Registration No. 333-167728
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II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly
caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 2, 2011.
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JANTZEN APPAREL, LLC
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By: PEI Licensing, Inc., as its manager
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*
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Ann Bukawyn,
President
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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Name and Signature
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Title
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Date
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PEI LICENSING, INC.
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Ann Bukawyn, President
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Manager
(Principal Executive, Financial and Accounting Officer)
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March 2, 2011
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*By:
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/s/ George Feldenkreis
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George Feldenkreis, as attorney-
in-fact pursuant to the applicable
power of attorney set forth in the
Registration Statement on Form S-3, Registration No. 333-167728
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II-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly
caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 2, 2011.
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PERRY ELLIS MENSWEAR, LLC
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By: Perry Ellis International, Inc., as its manager
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/s/ George Feldenkreis
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George Feldenkreis,
Chairman of the Board and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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Name and Signature
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Title
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Date
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PERRY ELLIS INTERNATIONAL, INC.
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/s/ George Feldenkreis
George Feldenkreis,
Chairman of the Board and Chief Executive Officer
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Manager
(Principal Executive, Financial and Accounting Officer)
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March 2, 2011
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II-7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly
caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 2, 2011.
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SALANT HOLDING, LLC
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By: Perry Ellis International, Inc., as its manager
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/s/ George Feldenkreis
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George Feldenkreis,
Chairman of the Board and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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Name and Signature
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Title
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Date
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PERRY ELLIS INTERNATIONAL, INC.
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/s/ George Feldenkreis
George Feldenkreis,
Chairman of the Board and Chief Executive Officer
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Manager
(Principal Executive, Financial and Accounting Officer)
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March 2, 2011
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II-8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly
caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 2, 2011.
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SUPREME REAL ESTATE I, LLC
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By:
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*
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Fanny Hanono,
Manager
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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Name and Signature
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Title
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Date
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*
Fanny Hanono
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Manager
(Principal Executive, Financial and Accounting Officer)
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March 2, 2011
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*By:
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/s/ George Feldenkreis
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George Feldenkreis, as attorney-
in-fact pursuant to the applicable
power of attorney set forth in the
Registration Statement on Form S-3, Registration No. 333-167728
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II-9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly
caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 2, 2011.
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SUPREME REAL ESTATE II, LLC
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By:
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*
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Fanny Hanono,
Manager
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Name and Signature
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Title
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Date
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*
Fanny Hanono
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Manager
(Principal Executive, Financial and Accounting Officer)
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March 2, 2011
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*By:
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/s/ George Feldenkreis
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George Feldenkreis, as attorney-
in-fact pursuant to the applicable
power of attorney set forth in the
Registration Statement on Form S-3, Registration No. 333-167728
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II-10
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly
caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 2, 2011.
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SUPREME REALTY, LLC
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By:
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*
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Fanny Hanono,
Manager
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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Name and Signature
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Title
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Date
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*
Fanny Hanono
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Manager
(Principal Executive, Financial and Accounting Officer)
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March 2, 2011
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*By:
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/s/ George Feldenkreis
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George Feldenkreis, as attorney-
in-fact pursuant to the applicable
power of attorney set forth in the
Registration Statement on Form S-3, Registration No. 333-167728
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II-11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly
caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 2, 2011.
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PERRY ELLIS REAL ESTATE, LLC
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By: Perry Ellis International, Inc., as its manager
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/s/ George Feldenkreis
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George Feldenkreis,
Chairman of the Board and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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Name and Signature
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Title
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Date
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PERRY ELLIS INTERNATIONAL, INC.
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/s/ George Feldenkreis
George Feldenkreis,
Chairman of the Board and Chief Executive Officer
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Manager
(Principal Executive, Financial and Accounting Officer)
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March 2, 2011
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II-12
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly
caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 2, 2011.
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PERRY ELLIS SHARED SERVICES CORPORATION
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By:
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/s/ George Feldenkreis
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George Feldenkreis,
President
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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Name and Signature
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Title
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Date
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/s/ George Feldenkreis
George Feldenkreis
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President and Director
(Principal Executive, Financial and
Accounting
Officer)
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March 2, 2011
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*
Oscar Feldenreis
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Director
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March 2, 2011
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*By:
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/s/ George Feldenkreis
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George Feldenkreis, as attorney-
in-fact pursuant to the applicable
power of attorney set forth in the
Registration Statement on Form
S-3, Registration No. 333-167728
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II-13
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly
caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 2, 2011.
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WINNSBORO DC, LLC
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By: Perry Ellis International, Inc., as its manager
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/s/ George Feldenkreis
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George Feldenkreis,
Chairman of the Board and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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Name and Signature
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Title
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Date
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PERRY ELLIS INTERNATIONAL, INC.
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/s/ George Feldenkreis
George Feldenkreis
Chairman of the Board and Chief Executive Officer
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Manager
(Principal Executive, Financial and Accounting Officer)
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March 2, 2011
|
II-14
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly
caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 2, 2011.
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TAMPA DC, LLC
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By: Perry Ellis International, Inc., as its manager
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/s/ George Feldenkreis
|
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George Feldenkreis,
Chairman of the Board and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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Name and Signature
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Title
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Date
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PERRY ELLIS INTERNATIONAL, INC.
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/s/ George Feldenkreis
George Feldenkreis,
Chairman of the Board and Chief Executive Officer
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Manager
(Principal Executive, Financial and Accounting Officer)
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March 2, 2011
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II-15
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