- Current report filing (8-K)
August 30 2011 - 3:07PM
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): August 24, 2011
R. G. BARRY
CORPORATION
(Exact name of registrant as
specified in its charter)
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Ohio
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1-8769
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31-4362899
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(State or other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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13405 Yarmouth Road N.W.,
Pickerington, Ohio
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43147
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number,
including area code:
(614) 864-6400
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Not
Applicable
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(Former name or former address if changed since last report.)
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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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
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))
1
Item 1.01
Entry into a Material Definitive Agreement.
Background
R.G. Barry Corporation (the Company) and UTi Integrated Logistics, LLC (UTi) are
parties to a Distribution Agreement dated February 13, 2009 (the Distribution Agreement). The
Company and UTi amended the Distribution Agreement pursuant to an Amendment One to Distribution
Agreement executed by the Company on August 22, 2011 and by UTi on August 24, 2011 (the
Amendment).
The Company has determined that as a result of the changes made to the Distribution Agreement
by the Amendment, the Distribution Agreement, as amended (the Amended Distribution Agreement),
may constitute a material definitive agreement for purposes of Item 1.01 of Form 8-K.
The Distribution Agreement
Pursuant to the Distribution Agreement, the Company retained UTi to provide
warehouse and distribution services to the Companys footwear operating unit at a distribution
center located in Fontana, California. The compensation payable to UTi under the Distribution
Agreement includes a monthly charge based on the square footage utilized by the Company and various
variable charges based on volume of product, per unit handling fees, labor utilization, IT support
costs and other charges based on services actually utilized.
The Amendment
The Amendment makes the following changes to the Distribution Agreement:
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(i)
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The initial term of the Amended Distribution Agreement is extended from
December 31, 2011 to December 31, 2016. Following the expiration of the initial term,
the Amended Distribution Agreement will continue to automatically renew for successive
periods of one-year each until a party provides advance notice of non-renewal to the
other party.
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(ii)
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The Amendment permits either party to terminate any services provided under the
Amended Distribution Agreement upon ninety days written notice to the other party. UTi
must continue to perform the terminated services until the first anniversary of the
date of the notice or until the Company is able to relocate the terminated services, if
earlier. In the event the Company terminates any services provided under the Amended
Distribution Agreement for convenience (i.e., without cause), the Company must continue
to pay to UTi base service charges and seasonal service charges applicable to the
terminated services for the duration of the term of the Amended Distribution Agreement,
subject to adjustment if UTi is able to use the space allocated to the terminated
services for other purposes.
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(iii)
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The Amendment adds certain Pick/Pack and eCommerce services to the scope of
the services provided by UTi under the Distribution Agreement. If the Company
terminates these new services for convenience, the Company must pay to UTi the
remaining unamortized book value of certain equipment that UTi intends to acquire to
perform the new services for the Company.
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(iv)
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The Amendment also establishes a new compensation schedule applicable to the
services to be provided by UTi under the Amended Distribution Agreement. The Company
currently expects that the total amount it will pay to UTi under the Distribution Agreement and the Amended Distribution Agreement for the fiscal year ending June 30,
2012 will be approximately $4.3 million.
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Closing of San Angelo Facility
The Company announced on August 25, 2011 that it intends to close the distribution
facility it currently operates in San Angelo, Texas no later than May 31, 2012. Following the
closure of its San Angelo facility, the Company intends to rely exclusively on UTi to perform its
warehousing and distribution functions for its footwear operating unit pursuant to the Amended
Distribution Agreement.
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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R. G. BARRY CORPORATION
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August 30, 2011
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By:
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/s/ Jose G. Ibarra
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Jose G. Ibarra
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Sr. Vice President-Finance & CFO
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