- Current report filing (8-K)
April 12 2010 - 8:57AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 event reported)
April 9, 2010
THE TALBOTS, INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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1-12552
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41-1111318
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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One Talbots Drive, Hingham, Massachusetts
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02043
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code
(781) 749-7600
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 (see General
Instruction A.2. below):
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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))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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INFORMATION TO BE INCLUDED IN THE REPORT
On April 9, 2010, The Talbots, Inc. (Talbots) issued a press release announcing the final
tabulated results of its offer to exchange (the Exchange Offer) each outstanding warrant to
acquire shares of common stock (BPW Warrant) of BPW Acquisition Corp. (BPW) for shares of
Talbots common stock (Talbots Common Stock) or warrants to acquire shares of Talbots Common Stock
(Talbots Warrants) and the related proration calculations. The Exchange Offer expired at 9:00
p.m., New York City time, on Tuesday, April 6, 2010. The exchange agent reported a final count of
31,500,000 BPW Warrants tendered, reflecting 90.0% of BPW Warrants issued in BPWs initial public
offering.
Talbots Common Stock was elected with respect to 1,037,907 tendered BPW Warrants. Holders of
these warrants will receive, in exchange for each such BPW Warrant tendered, 0.09853 shares of
Talbots Common Stock. Talbots Warrants were elected with respect to 30,462,093 tendered BPW
Warrants. The maximum aggregate number of Talbots Warrants issuable pursuant to the terms of the
Exchange Offer is 17,242,750. BPW warrantholders elected to receive Talbots Warrants in excess of
the maximum aggregate number issuable, and, as a result, those BPW warrantholders who elected to
receive Talbots Warrants will have their elections prorated such that they will receive, per BPW
Warrant tendered, 0.56604 Talbots Warrants and 0.04193 shares of Talbots Common Stock.
The aggregate Exchange Offer consideration to be paid to participating BPW warrantholders
consists of 2,835,346 shares of Talbots Common Stock and 17,242,750 Talbots Warrants. No fractional
shares of Talbots Common Stock or fractional Talbots Warrants will be issued in the Exchange Offer.
BPW warrantholders who would otherwise be entitled to fractional shares of Talbots Common Stock or
fractional Talbots Warrants will receive cash in lieu thereof.
A copy of Talbots press release dated April 9, 2010 announcing the final results of the
Exchange Offer is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits
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The exhibits listed below are filed herewith.
(d) Exhibits
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99.1
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Press Release issued by The Talbots, Inc. dated April 9, 2010.
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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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THE TALBOTS, INC.
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Dated: April 12, 2010
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By:
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/s/ Richard T. OConnell, Jr.
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Name:
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Richard T. OConnell, Jr.
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Title:
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Executive Vice
President, Real Estate,
Legal, Store Planning &
Design and Construction,
and Secretary
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EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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Press Release issued by The Talbots, Inc. dated April 9, 2010.
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