Current Report Filing (8-k)
August 05 2020 - 4:58PM
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):
August 3, 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:
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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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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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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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RTWIQ
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OTC Pink
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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 o
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. o
Item 1.01 Entry into a Material Definitive Agreement.
On August 3, 2020, RTW Retailwinds, Inc.
and its wholly-owned direct and indirect subsidiaries (the “Company”) entered into an asset purchase agreement with
Sunrise Brands, LLC for the sale of its eCommerce business and all related intellectual property, including its websites, www.nyandcompany.com,
www.fashiontofigure.com and its rental subscription businesses at www.nyandcompanycloset.com and www.fashiontofigurecloset.com
for a cash purchase price of $20 million plus assumption of certain liabilities, including honoring gift cards, subject to
closing adjustments. The agreement is subject to final approval by the Bankruptcy Court. The
above description is subject to the asset purchase agreement which is furnished as Exhibit 99.2 hereto.
On July 13, 2020, the Company filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code (“Chapter 11”) in the United States Bankruptcy Court for
the District of New Jersey (the “Bankruptcy Court”). The Company has requested joint administration of its Chapter
11 cases under the caption In re: RTW Retailwinds, Inc., et. al., Case No. 20-18445. The Company anticipates a Court hearing to
approve the sale in early September.
Item 7.01 Regulation FD Disclosure.
On August 4, 2020, the Company issued a
press release announcing that it has entered into an asset purchase agreement with Sunrise Brands, LLC for the sale of its eCommerce
business and all related intellectual property. 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: August 5, 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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