Current Report Filing (8-k)

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 18, 2016

SKULLCANDY, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-35240

56-2362196

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1441 West Ute. Blvd, Suite 250

Park City, Utah 84098

(Address of principal executive offices, including zip code)

(435) 940-1545

(Registrant’s telephone number, including area code)

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):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.

Other Events.

On August 18, 2016, Skullcandy, Inc. (the “Company”) issued a press release announcing that the Company’s Board of Directors has determined that a proposal from Mill Road Capital Management LLC to acquire the Company for $6.35 per share in cash constitutes a “Superior Proposal” pursuant to the Agreement and Plan of Merger, dated as of June 23, 2016, as amended on August 3, 2016, by and among Incipio, LLC, Powder Merger Sub, Inc. and the Company.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

99.1		Press Release, dated August 18, 2016.

SIGNATURE

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.


				Skullcandy, Inc.

Date: August 18, 2016				/s/ Patrick Grosso
				Name: Patrick Grosso
				Title: Vice President, Strategic Initiatives and Corporate Affairs, Chief Legal Officer and Secretary