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 the earliest event reported): August 3, 2014
SPORT CHALET, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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0-20736 |
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95-4390071 |
(State or other jurisdiction of
incorporation or organization) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
One Sport Chalet Drive, La Cañada, CA 91011
(Address of principal executive offices) (Zip Code)
(818) 949-5300
(Registrants 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:
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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)) |
Item 1.01 |
Entry into a Material Definitive Agreement |
On August 3, 2014, Sport Chalet, Inc., a Delaware
corporation (the Company or Sport Chalet), entered into Amendment No. 1 (the Merger Agreement Amendment), to the Agreement and Plan of Merger, dated as of June 30, 2014 (the Merger
Agreement), by and among the Company, Vestis Retail Group, LLC, a Delaware limited liability company (Vestis), and Everest Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Vestis (Merger Sub),
to change the definition of Initial Offer Expiration Time from midnight, New York City time, at the end of August 1, 2014 to midnight, New York City time, at the end of August 15, 2014.
The foregoing description of the Merger Agreement Amendment is qualified in its entirety by the full text of such agreement, a copy of which is filed as
Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On August 4, 2014, Vestis and the Company issued a joint press release, which is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Notice to Investors
This Current Report on Form 8-K and the description contained herein is neither an offer to purchase nor a solicitation of an offer to sell shares of Sport
Chalet. Vestis has filed with the SEC a Tender Offer Statement on Schedule TO containing an offer to purchase, forms of letters of transmittal, and other documents relating to the Offer and Sport Chalet has filed a Solicitation/Recommendation
Statement on Schedule 14D-9 with respect to the Offer. Vestis and Sport Chalet have mailed these documents to stockholders of Sport Chalet. These documents contain important information about the Offer and stockholders of Sport Chalet are urged to
read them carefully. Stockholders of Sport Chalet are able to obtain a free copy of these documents and other documents filed by Sport Chalet with the SEC at www.sec.gov. In addition, stockholders are able to obtain a free copy of these documents
from Georgeson Inc. or from Vestis.
Additional Information about the Merger and Where to Find It
In connection with the proposed transaction, Sport Chalet will file a proxy statement with the SEC. Additionally, Sport Chalet will file other relevant
materials with the SEC in connection with the proposed acquisition of Sport Chalet pursuant to the terms of the Merger Agreement. The materials to be filed by Sport Chalet with the SEC may be obtained free of charge at the SECs web site at
www.sec.gov. After Sport Chalets filing thereof, investors and stockholders will also be able to obtain free copies of the proxy statement from Sport Chalet by contacting the Investor Relations department at One Sport Chalet Drive, La Canada,
California 91011, telephone number (818) 949-5300. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT AND THE OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION
WITH RESPECT TO THE PROPOSED MERGER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND THE PARTIES TO THE MERGER.
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Sport Chalet and its respective directors, executive officers and other members of their management and
employees, under the SEC rules, may be deemed to be participants in the solicitation of proxies of Sport Chalets stockholders in connection with the proposed transaction. Investors and security holders may obtain more detailed information
regarding the names, affiliations and interests of certain of Sport Chalets executive officers and directors in the solicitation by reading Sport Chalets proxy statement for its 2013 annual meeting of stockholders, the Annual Report on
Form 10-K for the fiscal year ended March 30, 2014, and the proxy statement and other relevant materials which may be filed with the SEC in connection with the transaction when and if they become available. Information concerning the interests
of Sport Chalets executive officers and directors, which may, in some cases, be different than those of Sport Chalets stockholders generally, will be set forth in the proxy statement relating to the transaction when it becomes available.
Forward-Looking Statements
This Current Report on
Form 8-K and the documents attached hereto contain forward-looking statements within the meaning of and made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of
historical fact are forward-looking statements, including all statements regarding the intent, belief or current expectation of the companies and members of their senior management teams. These forward-looking statements involve significant risks
and uncertainties, including those discussed below and others that can be found in Sport Chalets Form 10-K for the year ended March 30, 2014, and in any subsequent periodic reports from Sport Chalet on Form 10-Q and Form 8-K. Vestis and
Sport Chalet are providing this information as of the date of this news release and do not undertake any obligation to update any forward-looking statements contained in this document as a result of new information, future events or otherwise.
Forward-looking statements can be identified by the use of words such as will, could, should, may, anticipate, expect, intend, estimate,
believe, project, plan, potential, continue, or other similar expressions.
Forward-looking
statements include, without limitation, statements regarding business combinations and similar transactions, prospective performance and opportunities, and the outlook for Vestiss and Sport Chalets businesses, performance and
opportunities; the expected timing of the completion of the transactions contemplated by the Merger Agreement; the ability to complete the transactions considering the various closing conditions; and any assumptions underlying any of the foregoing.
Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and are cautioned not to place undue reliance on these forward-looking statements. Actual results may
differ materially from those currently anticipated due to a number of risks and uncertainties. Risks and uncertainties that could cause the actual results to differ from expectations contemplated by forward-looking statements include: uncertainties
regarding the two companies ability to integrate successfully; uncertainties as to the timing of the Offer and the second-step merger (the Merger); uncertainties as to how many of Sport Chalets stockholders will tender their
stock in the Offer; the possibility that competing offers will be made; the failure of Sport
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Chalets stockholders to approve the Merger; the failure to complete the Offer or the Merger in the timeframe expected by the parties or at all; the possibility that various closing
conditions for the transactions may not be satisfied or waived; Sport Chalets ability to maintain relationships with employees, customers, or suppliers; the negative effect of the economic downturn and the lack of winter weather on the Sport
Chalets sales; limitations on borrowing under Sport Chalets credit facilities; Sport Chalets ability to control operating expenses and costs; the competitive environment of the sporting goods industry in general and in Sport
Chalets specific market areas; the challenge of maintaining Sport Chalets competitive position; Sport Chalets ability to maintain the growth of its Team Sales Division and online business; Sport Chalets ability to regain or
subsequently maintain compliance with the requirements for continued listing of its common stock; and changes in costs of goods and services. These and other risks are more fully described in Sport Chalets filings with the SEC.
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit No. |
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Description |
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2.1 |
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Amendment No. 1, dated as of August 3, 2014, to Agreement and Plan of Merger, dated as of June 30, 2014, by and among Sport Chalet, Inc., Vestis Retail Group, LLC and Everest Merger Sub, Inc. |
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99.1 |
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Press release, dated August 4, 2014. |
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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 thereunto duly authorized.
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Date: August 4, 2014 |
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SPORT CHALET, INC. |
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By |
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/s/ Howard K. Kaminsky |
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Howard K. Kaminsky, Executive Vice President-Finance, Chief Financial Officer and Secretary |
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Exhibit 2.1
AMENDMENT NO. 1
TO THE
AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER (Amendment No. 1) is made as of August 3, 2014, by and
among Vestis Retail Group, LLC, a Delaware limited liability company, (Parent), Everest Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (Merger Sub), and Sport Chalet, Inc., a
Delaware corporation (the Company). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Agreement and Plan of Merger, dated June 30, 2014, by and among Parent, Merger
Sub and the Company (as amended, the Merger Agreement).
WHEREAS, the parties hereto have entered into the Merger
Agreement providing for, among other things, the tender offer by Parent and Merger Sub for all outstanding shares of Company Common Stock and the merger of Merger Sub with and into the Company in accordance with the Merger Agreement; and
WHEREAS, the parties hereto desire to amend the Merger Agreement in accordance with Section 10.8 thereof and in the manner set
forth herein.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. Amendments. The first sentence of Section 2.1(d) is
hereby deleted in its entirety and replaced with the following:
The Offer shall initially be scheduled to expire at midnight, New
York City time, at the end of August 15, 2014 (such date and time being the Initial Offer Expiration Time).
2.
Miscellaneous.
(a) Reference to and Effect on the Merger Agreement. Except as expressly modified by Section 1
of this Amendment No. 1, the Merger Agreement shall continue and remain in full force and effect in accordance with its terms. All references to the Merger Agreement shall hereafter mean the Merger Agreement as amended by this Amendment
No. 1.
(b) Counterparts. The parties may sign this Amendment No. 1 in several counterparts, each of which will be deemed
an original but all of which together will constitute one instrument. The parties agree that delivery of this Amendment No. 1 may be effected by means of an exchange of facsimile or other electronic copies.
(c) Governing Law. The Laws of the State of Delaware, without giving effect to principles of conflict of Laws, govern all matters
arising out of or relating to this Amendment No. 1 and all of the transactions it contemplates.
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(d) Consent to Jurisdiction. Each party hereto irrevocably submits to the exclusive
jurisdiction of any state or federal court located in New Castle County, Delaware for the purposes of any Action arising out of this Amendment No. 1, and agrees to commence any such Action only in such courts. Each party further agrees that
service of any process, summons, notice or document by U.S. registered mail to such partys respective address set forth herein shall be effective service of process for any such Action. Each party irrevocably and unconditionally waives any
objection to the laying of venue of any Action arising out of this Amendment No. 1 in such courts, and hereby irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Action brought in any such
court has been brought in an inconvenient forum. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AMENDMENT
NO. 1 OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.
(e) This Amendment No. 1
shall be governed and construed in accordance with Article X of the Merger Agreement.
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IN WITNESS WHEREOF, this Amendment No. 1 has been duly executed and delivered by the parties
hereto as of the date first written above.
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VESTIS RETAIL GROUP, LLC |
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By: |
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/s/ William R. Quinn |
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Name: |
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William R. Quinn |
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Title: |
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Authorized Person |
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EVEREST MERGER SUB, INC. |
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By: |
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/s/ Paul Halpern |
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Name: |
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Paul Halpern |
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Title: |
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President |
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SPORT CHALET, INC. |
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By: |
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/s/ Craig Levra |
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Name: |
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Craig Levra |
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Title: |
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Chairman & Chief Executive Officer |
[Signature Page to Amendment No. 1 to Merger Agreement]
Exhibit 99.1
Vestis Retail Group Announces Overwhelming Stockholder Support for its Tender Offer for Sport Chalet
Stock
Vestis Extends Its Tender Offer for Sport Chalet Stock at $1.20 per Share, Deferring 13% Price Reduction
Sport Chalet Intends to File Preliminary Proxy Statement
MERIDEN, CT and LA CAÑADA, CA August 4, 2014 Vestis Retail Group, LLC (Vestis) and its wholly owned subsidiary, Everest
Merger Sub, Inc. (Merger Sub), announced today that the number of shares of Class A and Class B common stock (the Shares) of Sport Chalet, Inc. (Sport Chalet) tendered by the initial expiration date of its
previously announced cash tender offer (the Offer) that was launched pursuant to the previously announced merger agreement among Vestis, Merger Sub and Sport Chalet, together with the Shares that Vestis has separately agreed to purchase
from Sport Chalets founding family members (the Family Shares), represent approximately 93.5% of the outstanding Class A shares and 84.49% of the outstanding Class B shares. Given this overwhelming stockholder support for the
Offer and the fact that less than 80,000 additional Class B shares are needed to be tendered in the Offer to allow Vestis and Merger Sub to consummate a merger with Sport Chalet promptly following the consummation of the Offer, Vestis has amended
the terms of and extended the Offer at $1.20 per Share, rather than taking immediate advantage of its right to allow the offer price to decrease to $1.04 per Share in accordance with the previously announced terms of the Offer.
The amended terms allow the current offer price of $1.20 per Share to remain in effect until 12:00 midnight, New York City time, at the end of August 15,
2014 (the Extended Expiration Time). If the total number of Shares tendered in the Offer prior to the Extended Expiration Time (together with the Family Shares and shares issued pursuant to the top-up option pursuant to the
merger agreement) do not constitute at least 90% of each class of Shares of Sport Chalet on a fully diluted basis (the 90% Threshold), the price to be paid to stockholders in the Offer will automatically fall by 13% to $1.04 per Share.
As soon as possible after the consummation of the Offer, Vestis and Merger Sub intend to acquire all Shares not acquired in the Offer pursuant to a
second-step merger (the Merger). Tendering stockholders will receive consideration for their Shares at the closing of the Offer. Non-tendering stockholders will receive the same consideration for their Shares as paid for Shares tendered
in the Offer (subject to the exercise of appraisal rights), but will not receive this consideration until after the Merger is consummated. If the 90% Threshold is not met by the Extended Expiration Date, the delay between the closing of the Offer
and the time that non-tendering stockholders receive payment for their Shares will be significantly longer.
The Offer, and the deadline for reaching the
90% Threshold, was previously scheduled to expire at 12:00 midnight, New York City time, at the end of August 1, 2014 (the Initial Expiration Time).
The Offer extension provides Sport Chalet stockholders an additional ten business days to tender their Shares and receive $1.20 per Share in the Offer. If
the 90% Threshold is not met by the Extended Expiration Time, all stockholders, including tendering stockholders, will receive $1.04 per Share in the Offer or the Merger (subject to the exercise of appraisal rights).
As of the Initial Expiration Time, approximately 4,026,659 Class A shares and 1,375,742 Class B shares had been validly tendered and not withdrawn in the
Offer. Such tendered Shares, when combined with the Family Shares, represent approximately 93.5% of the outstanding Class A shares and 84.49% of the outstanding Class B shares.
The amended terms of the Offer have been made pursuant to an amendment to the previously announced Agreement and Plan of Merger (the Merger
Agreement) by and among Vestis, Everest Merger Sub, Inc. (Merger Sub) and Sport Chalet, which will be filed with the Securities and Exchange Commission (SEC) and will be available on the SECs website at
www.sec.gov.
In addition, Sport Chalet today announced its intention to file a preliminary proxy statement with the SEC with respect to a special meeting
of the Sport Chalet stockholders at which such stockholders would vote to approve the Merger Agreement and
the Merger. The special meeting would only be held in the event that the 90% Threshold described above is not achieved prior to the Extended Expiration Time. At the special meeting, which will
occur following consummation of the Offer, Vestis and Merger Sub will own Shares representing voting power sufficient to approve the Merger on their own and Vestis and Merger Sub have committed to vote all of their Shares in favor of the approval of
the Merger.
Questions regarding the Offer should be directed to Georgeson, Inc., the information agent for the Offer, at the number listed below.
Notice to Investors
This press release and the
description contained herein is neither an offer to purchase nor a solicitation of an offer to sell shares of Sport Chalet. Vestis has filed with the SEC a Tender Offer Statement on Schedule TO containing an offer to purchase, forms of letters of
transmittal, and other documents relating to the Offer and Sport Chalet has filed a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer. Vestis and Sport Chalet have mailed these documents to stockholders of Sport
Chalet. These documents contain important information about the Offer and stockholders of Sport Chalet are urged to read them carefully. Stockholders of Sport Chalet are able to obtain a free copy of these documents and other documents filed by
Sport Chalet with the SEC at www.sec.gov. In addition, stockholders are able to obtain a free copy of these documents from Georgeson Inc. or from Vestis.
Additional Information about the Merger and Where to Find It
In connection with the proposed transaction, Sport Chalet will file a proxy statement with the SEC. Additionally, Sport Chalet will file other relevant
materials with the SEC in connection with the proposed acquisition of Sport Chalet pursuant to the terms of the Merger Agreement. The materials to be filed by Sport Chalet with the SEC may be obtained free of charge at the SECs web site at
www.sec.gov. After Sport Chalets filing thereof, investors and stockholders will also be able to obtain free copies of the proxy statement from Sport Chalet by contacting the Investor Relations department at One Sport Chalet Drive, La Canada,
California 91011, telephone number (818) 949-5300. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT AND THE OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION
WITH RESPECT TO THE PROPOSED MERGER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND THE PARTIES TO THE MERGER.
Sport Chalet and its
respective directors, executive officers and other members of their management and employees, under the SEC rules, may be deemed to be participants in the solicitation of proxies of Sport Chalets stockholders in connection with the proposed
transaction. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of certain of Sport Chalets executive officers and directors in the solicitation by reading Sport Chalets
proxy statement for its 2013 annual meeting of stockholders, the Annual Report on Form 10-K for the fiscal year ended March 30, 2014, and the proxy statement and other relevant materials which may be filed with the SEC in connection with the
transaction when and if they become available. Information concerning the interests of Sport Chalets executive officers and directors, which may, in some cases, be different than those of Sport Chalets stockholders generally, will be set
forth in the proxy statement relating to the transaction when it becomes available.
About Sport Chalet
Sport Chalet is a premier, full service specialty sporting goods retailer featuring the industrys top sports brands in apparel, footwear, and sports
equipment. Founded in 1959 by Norbert Olberz, the company has 50 stores in Arizona, California, Nevada and Utah; an online store at www.sportchalet.com; and a Team Sales division; and offers more than 50 specialty services for the sports enthusiast,
including online same day delivery, climbing, backcountry skiing, ski mountaineering, avalanche education, and mountain trekking instruction, car rack installation, snowboard and ski rental and repair, Scuba training and certification, Scuba boat
charters, gait analysis, baseball/softball glove steaming and lacing, racquet stringing, and bicycle tune-up and repair at its store locations. For more information, visit Sport Chalet at www.sportchalet.com.
About Vestis Retail Group
Based in Connecticut, Vestis
Retail Group, LLC was formed by Versa Capital Management, LLC and encompasses Bobs Stores (Bobs) and Eastern Mountain Sports (EMS). Bobs is a 60-year-old, award-winning Northeastern retailer of value-oriented footwear, apparel and
work wear. EMS is the second largest U.S. multi-channel retailer of human-powered outdoor sports apparel and equipment with stores in the Northeastern and Mid-Atlantic states. More information is available at www.bobstores.com and www.ems.com.
About Versa Capital Management
Based in Philadelphia, PA, Versa Capital Management, LLC is a private equity investment firm with more than $1.4 billion of assets under management focused on
control investments in special situations involving middle market companies where value and performance growth can be achieved through enhanced operational and financial management. Versas portfolio includes retailers Avenue Stores, EMS and
Bobs Stores; restaurants such as Black Angus Steakhouses; community newspapers under Civitas Media; and manufacturers that service a variety of industries. More information can be found at www.versa.com.
Forward-Looking Statements
This news release contains
forward-looking statements within the meaning of and made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements,
including all statements regarding the intent, belief or current expectation of the companies and members of their senior management teams. These forward-looking statements involve significant risks and uncertainties, including those discussed below
and others that can be found in Sport Chalets Form 10-K for the year ended March 30, 2014, and in any subsequent periodic reports from Sport Chalet on Form 10-Q and Form 8-K. Vestis and Sport Chalet are providing this information as of
the date of this news release and do not undertake any obligation to update any forward-looking statements contained in this document as a result of new information, future events or otherwise. Forward-looking statements can be identified by the use
of words such as will, could, should, may, anticipate, expect, intend, estimate, believe, project, plan,
potential, continue, or other similar expressions.
Forward-looking statements include, without limitation, statements regarding
business combinations and similar transactions, prospective performance and opportunities, and the outlook for Vestiss and Sport Chalets businesses, performance and opportunities; the expected timing of the completion of the transactions
contemplated by the Merger Agreement; the ability to complete the transactions considering the various closing conditions; and any assumptions underlying any of the foregoing. Investors are cautioned that any such forward-looking statements are not
guarantees of future performance and involve risks and uncertainties and are cautioned not to place undue reliance on these forward-looking statements. Actual results may differ materially from those currently anticipated due to a number of risks
and uncertainties. Risks and uncertainties that could cause the actual results to differ from expectations contemplated by forward-looking statements include: uncertainties regarding the two companies ability to integrate successfully;
uncertainties as to the timing of the Offer and the second-step merger (the Merger); uncertainties as to how many of Sport Chalets stockholders will tender their stock in the Offer; the possibility that competing offers will be
made; the failure of Sport Chalets stockholders to approve the Merger; the failure to complete the Offer or the Merger in the timeframe expected by the parties or at all; the possibility that various closing conditions for the transactions may
not be satisfied or waived; Sport Chalets ability to maintain relationships with employees, customers, or suppliers; the negative effect of the economic downturn and the lack of winter weather on the Sport Chalets sales; limitations on
borrowing under Sport Chalets credit facilities; Sport Chalets ability to control operating expenses and costs; the competitive environment of the sporting goods industry in general and in Sport Chalets specific market areas; the
challenge of maintaining Sport Chalets competitive position; Sport Chalets ability to maintain the growth of its Team Sales Division and online business; Sport Chalets ability to regain or subsequently maintain compliance with the
requirements for continued listing of its common stock; and changes in costs of goods and services. These and other risks are more fully described in Sport Chalets filings with the SEC.
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Information Agent:
Georgeson Inc.
866.856.6388
Sport Chalet Contact:
Steve Teng
investorrelations@sportchalet.com
818.949.5300 ext. 5728
Versa and Vestis Contacts:
Chuck Dohrenwend,
212.371.5999, cod@abmac.com
Rivian Bell, 213.630.6550, rlb@abmac.com
Abernathy MacGregor
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