- Current report filing (8-K)
October 28 2010 - 4:08PM
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)
October 28, 2010
(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
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(781) 749-7600
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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
Section 8 Other Events
The Talbots, Inc. (the Company), certain current and former members of the Companys board
of directors; Aeon (U.S.A.), Inc. (Aeon); BPW Acquisition Corp. (BPW); Perella Weinberg
Partners LP (PWP); three principals of BPW (collectively, Defendants); and John C. Campbell
(Plaintiff) have entered into a stipulation of settlement with respect to the previously
disclosed putative class and derivative action captioned
Campbell v. The Talbots, Inc., et al.,
C.A. No. 5199-VCS (the Stipulation). Defendants have denied and continue to deny liability
and/or wrongdoing of any kind with respect to the claims made in the action. On October 19, 2010,
the Delaware Court of Chancery (the Court) preliminarily approved the class and the distribution
of a notice of settlement and scheduled a hearing for December 20, 2010 to consider, among other
things, whether to approve the settlement as fair, reasonable and in the best interests of the
Company and its stockholders and whether to enter final judgment thereon. There can be no
assurance that the Court will approve the settlement. As set forth more fully in the Stipulation
and forthcoming notice, if the settlement is given final approval by the Court, among other things,
the lawsuit will be dismissed with prejudice; and Defendants (other than the Company and Aeon) will
deliver to the Company the sum of $3,750,000 and PWP will cause to be delivered 175,000 shares of
Company common stock to the Company. Plaintiffs counsel has informed the Company that Plaintiff
and Plaintiffs counsel intend to petition the Court for an award of attorneys fees (including
costs) up to an amount of $3.5 million plus $350,000 in expenses (the Fee Application), which the
Company has agreed to pay or cause to be paid if and to the extent awarded by the Court.
Defendants have reserved all of their rights to object to the Fee Application.
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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: October 28, 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
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