Current Report Filing (8-k)
June 25 2020 - 4:36PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):
June 19, 2020
RTW RETAILWINDS,
INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
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1-32315
(Commission File Number)
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33-1031445
(IRS Employer Identification No.)
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330 West 34th Street
9th Floor
New York, New York 10001
(Address of principal executive offices, including Zip Code)
(212) 884-2000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed
since last report)
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:
¨ 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))
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.001 per share
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RTW
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On
June 19, 2020, the Company received notice (the “Notice”) from the New York Stock Exchange (“NYSE”) that
the Company is non-compliant under Section 802.01B of the NYSE Listed Company Manual, as the result of the Company’s average
market capitalization over a consecutive 30 trading-day period was less than $50 million and its stockholders’ equity was
less than $50 million (“the deficiency”).
The Company
has experienced substantial and recurring losses from operations. As such, the Company has been considering available options including
restructuring its obligations or seeking protection under the bankruptcy laws. Therefore, the Company plans to notify the
NYSE by July 6, 2020 whether it intends to cure the deficiency and return to compliance with NYSE continued listing requirements.
Under the NYSE rules, the Company can cure this deficiency during the 18-month period following receipt of the Notice. As set forth
in the Notice, as of June 17, 2020, the 30 trading-day average market capitalization was approximately $23.2 million and its last
reported stockholders’ equity as of February 1, 2020 was approximately $16.0 million. For further information regarding the
Company’s financial position and results of operations, please see its Annual Report on Form 10-K for the fiscal year
ended February 1, 2020, as filed with the Securities and Exchange Commission on June 9, 2020.
In order to avoid delisting under Section
802.01B, the Company has 45 days from the receipt of the Notice to submit a business plan advising the NYSE of definitive actions
the Company has taken, or is taking, that would bring the Company into compliance with the market capitalization listing standards.
If the NYSE accepts the plan, the Company’s common stock will continue to be listed and traded on the NYSE during the cure
period, subject to compliance with other continued listing standards, and the Company will be subject to quarterly monitoring by
the NYSE for compliance with the plan. If the plan is not submitted on a timely basis or is not accepted, the NYSE could initiate
delisting proceedings.
The Notice has no immediate impact on the
listing of the Company’s common stock, which will continue to be listed and traded on the NYSE under the common stock trading
symbol “RTW,” but will have an added designation of “.BC” to indicate the status of the common shares as
“below compliance.” The current noncompliance with the standards described above does not affect the Company’s
ongoing business operations or its reporting requirements with the Securities and Exchange Commission, nor does it trigger any
violation of its asset-based credit facility or other obligations.
As required under the NYSE rules, the Company
issued a press release on June 25, 2020 announcing that it had received the notice of noncompliance. A copy of the press release
is attached as Exhibit 99.1 to this Form 8-K.
Item 7.01. Regulation FD Disclosure.
On June 25, 2020, the Company issued a press
release announcing the receipt of the Notice. The press release is furnished as Exhibit 99.1 hereto.
The information, including Exhibit 99.1
hereto, the Company furnished under Item 7.01 of this report is not deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Registration statements
or other documents filed with the Securities and Exchange Commission shall not incorporate this information by reference, except
as otherwise expressly stated in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibit
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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RTW RETAILWINDS, INC.
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/s/ Sheamus Toal
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Date: June 25, 2020
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Name:
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Sheamus Toal
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Title:
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Chief Executive Officer and
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Chief Financial Officer
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