- Filing of certain prospectuses and communications in connection with business combination transactions (425)
January 26 2010 - 4:55PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 reported event): January 26, 2010
BPW ACQUISITION CORP.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
(State or Other Jurisdiction
of Incorporation)
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001-33979
(Commission File Number)
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26-1259837
(IRS Employer
Identification Number)
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750 Washington Boulevard, Stamford, Connecticut 06901
(Address of Principal Executive Offices) (Zip Code)
Registrants telephone number, including area code: (203) 653-5800
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
INFORMATION TO BE INCLUDED IN THIS REPORT
ADDITIONAL INFORMATION AND WHERE TO FIND IT
THIS CURRENT REPORT ON FORM 8-K IS BEING FILED IN CONNECTION WITH THE PROPOSED MERGER (THE
MERGER) AND RELATED TRANSACTIONS INVOLVING BPW ACQUISITION CORP. (BPW) AND THE TALBOTS, INC.
(TALBOTS). IN CONNECTION WITH THE MERGER, TALBOTS AND BPW FILED WITH THE SECURITIES EXCHANGE
COMMISSION (SEC) A DEFINITIVE PROXY STATEMENT AND HAVE MAILED A DEFINITIVE PROXY STATEMENT AND
OTHER RELEVANT DOCUMENTS TO BPWS STOCKHOLDERS. THE INFORMATION CONTAINED IN THIS COMMUNICATION IS
NOT COMPLETE AND MAY BE CHANGED. BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS, BPWS
STOCKHOLDERS AND OTHER INTERESTED PERSONS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT, AND ANY
AMENDMENTS THERETO, IN CONNECTION WITH BPWS SOLICITATION OF PROXIES FOR THE SPECIAL MEETING OF
SHAREHOLDERS TO BE HELD TO APPROVE THE MERGER AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT TALBOTS, BPW AND THE PROPOSED MERGER. THE
DEFINITIVE PROXY STATEMENT WAS MAILED TO BPW STOCKHOLDERS OF RECORD AS OF JANUARY 15, 2010.
STOCKHOLDERS AND OTHER INTERESTED PERSONS WILL ALSO BE ABLE TO OBTAIN A COPY OF THE DEFINITIVE
PROXY STATEMENT, WITHOUT CHARGE, AT THE SECS WEB SITE AT HTTP://WWW.SEC.GOV OR BY DIRECTING A
REQUEST TO: MORROW & CO., LLC. BY CALLING 800-662-5200.
PARTICIPANTS IN THE SOLICITATION
BPW AND TALBOTS, AND THEIR RESPECTIVE DIRECTORS AND OFFICERS MAY BE DEEMED TO BE PARTICIPANTS IN
THE SOLICITATION OF PROXIES FROM BPWS STOCKHOLDERS IN CONNECTION WITH THE MERGER AND MAY HAVE
INTERESTS THAT ARE DIFFERENT FROM, OR IN ADDITION TO, THE INTERESTS OF BPW STOCKHOLDERS. A
DESCRIPTION OF THESE INTERESTS IS CONTAINED IN THE DEFINITIVE PROXY STATEMENT WHICH TALBOTS AND BPW
HAVE FILED WITH THE SEC. BPWS STOCKHOLDERS MAY OBTAIN ADDITIONAL INFORMATION ABOUT THE DIRECT AND
INDIRECT INTERESTS OF THE PARTICIPANTS IN THE MERGER, BY SECURITY HOLDINGS OR OTHERWISE, BY READING
THE DEFINITIVE PROXY STATEMENT AND OTHER MATERIALS FILED OR TO BE FILED WITH THE SEC WHEN SUCH
INFORMATION BECOMES AVAILABLE.
NOTHING IN THIS COMMUNICATION SHOULD BE CONSTRUED AS, OR IS INTENDED TO BE, A SOLICITATION FOR OR
AN OFFER TO PROVIDE INVESTMENT ADVISORY SERVICES.
Item 8.01 Other Events.
On January 26, 2010, BPW Acquisition Corp. (BPW) and The Talbots, Inc. (Talbots) filed
with the Securities and Exchange Commission definitive proxy materials in connection with the
proposed merger of BPW and Talbots and other related proposals. The mailing of such definitive
proxy materials to BPW stockholders commenced on January 26, 2010. As disclosed in the definitive
proxy materials, stockholders who elect to vote against (i) the proposal to approve an amendment to
BPWs Amended and Restated Certificate of Incorporation to extend BPWs corporate existence by two
months, to twenty-six months in total from the date of its initial public offering or (ii) the
proposal to approve and adopt the Agreement and Plan of Merger, dated as of December 8, 2009, by
and among Talbots, Tailor Acquisition, Inc. and BPW, as such agreement may be amended from time to
time, and the transactions that it contemplates (the merger proposal), or both, and exercise
their conversion rights, as described in the definitive proxy materials, must, in addition to other
requirements described in the definitive proxy materials, (a) deliver their shares to BPWs
transfer agent, Mellon Investor Services LLC, by 5:00 p.m., New York City time on February 23, 2010
and, (b) provide, or have their bank or broker provide, Mellon Investor Services LLC with the
necessary stock powers, written instructions that such stockholder wants to convert its shares, and
a written certificate addressed to Mellon Investor Services LLC stating that such shareholder was
the owner of such shares as of the record date, has owned such shares since the record date and
will continue to own such shares through the date of the BPW special meeting (or the completion of
the merger, if such shareholder voted against the merger proposal), no later than 5:00 p.m., New
York City Time, on February 23, 2010.
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.
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BPW ACQUISITION CORP.
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Date: January 26, 2010
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By:
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/s/ Richard J. Jensen
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Name:
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Richard J. Jensen
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Title:
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Senior Vice President and Secretary
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