- Current report filing (8-K)
August 18 2011 - 2:05PM
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 12, 2011
KENNETH COLE
PRODUCTIONS, INC.
(Exact
name of registrant as specified in its charter)
New York
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1-13082
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13-3131650
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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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603 West 50th
Street, New York, NY
10019
(Address of principal executive offices)(Zip code)
Registrant’s
telephone number, including area code
(212) 265-1500
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):
o
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)
o
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))
Item 1.01 Entry
into a Material Definitive Agreement
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
of a Registrant
On
August 12, 2011, the Kenneth Cole Productions, Inc. (the “Company”) entered into an asset-based credit facility (the
“Facility”) with Wells Fargo Bank, National Association as administrative agent and certain banks named therein as
lenders. Availability under the Facility is $50 million, which may be increased to $75 million at the election of the Company
upon the satisfaction of certain conditions, but may not exceed a borrowing base equal to a percentage of the Company’s
accounts receivable and inventory.
The
Facility terminates by its terms, and all amounts borrowed under the Facility shall be due and payable, on August 12, 2016. The
Facility includes a $10 million sublimit for swing line loans and a $40 million aggregate sublimit for letters of credit. There
are no loans outstanding under the Facility. Any amounts borrowed under the Facility would be expected to be used for working
capital and other general corporate purposes. The Company also noted that in the Form 10-Q for the period ended June 30, 2011
filed with the Securities and Exchange Commission on August 5, 2011, the Company’s balance sheet included cash and cash
equivalents in excess of $56 million.
Revolving
loans under the Facility may be base rate loans or LIBO rate loans, at the Company’s election. Base rate loans shall bear
interest at a rate per annum equal to the highest of (a) the Federal Funds Rate, as in effect from time to time, plus one-half
of one percent (0.50%), (b) the Adjusted LIBO Rate plus one percent (1.00%), or (c) the rate of interest in effect for such day
as publicly announced from time to time by Wells Fargo as its “prime rate” plus three quarters of one percent (0.75%).
LIBO rate loans shall bear interest at the “adjusted LIBO rate”, plus one and three quarters of one percent (1.75%).
The
Facility is secured by substantially all the assets of the Company and its domestic subsidiaries except certain specified assets,
principally the Company’s corporate headquarters. The security includes a pledge by the Company of its equity interest in
each of its domestic subsidiaries.
The
Facility contains customary covenants and events of default for transactions of this type as detailed in the Credit Agreement
attached hereto. Upon the occurrence of an event of default, the outstanding obligations under the Facility may be accelerated
and become immediately due and payable.
The
foregoing description is a summary and is qualified in its entirety by the actual terms of the Credit Agreement itself, attached
hereto as Exhibit 10.1, and incorporated by reference herein.
2
Item 9.01. Financial
Statements and Exhibits
(d) Exhibits
10.1
Credit Agreement dated as of August 12, 2011 between the Company, the financial institutions listed on the signature page thereto
and Wells Fargo Bank, National Association.
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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Kenneth Cole Productions, Inc.
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Registrant
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Dated: August 18, 2011
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By:
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/s/ DAVID P. EDELMAN
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Name: David P. Edelman
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Title: Chief Financial Officer
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(Principal Accounting Officer)
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3
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Exhibit Index
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Description
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Exhibit No. 10.1
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Credit Agreement dated as of August 12, 2011 between the Company,
the financial institutions listed on the signature page thereto and Wells Fargo Bank, National Association.
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