Attached files
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| EX-99.1 - DRESS BARN INC | v167901_ex99-1.htm |
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
November
25, 2009
Date
of Report (date of earliest event reported)
_________________________
THE
DRESS BARN, INC.
(Exact
name of Registrant as specified in its charter)
_________________________
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Connecticut
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0-11736
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06-0812960
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(State
or other jurisdiction of
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(Commission
File Number)
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(IRS
Employer
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incorporation)
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Identification
Number)
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30
Dunnigan Drive
Suffern,
New York 10901
(Address
of principal executive offices, including zip code)
(845)
369-4500
(Registrant’s
telephone number, including area code)
(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:
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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-4c))
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Item
2.01 Completion of Acquisition or Disposition of Assets.
On
November 25, 2009, The Dress Barn, Inc., a Connecticut corporation (“Dress
Barn”), completed its acquisition of Tween Brands, Inc., a Delaware corporation
(“Tween Brands”), pursuant to the Agreement and Plan of Merger, dated June 24,
2009 (the “Merger Agreement”), among Dress Barn, Tween Brands and a wholly owned
subsidiary of Dress Barn (“Merger Sub”), pursuant to which Merger Sub was merged
(the “Merger”) with and into Tween Brands. The Merger was approved by
the stockholders of Tween Brands at a special meeting of stockholders held on
November 25, 2009. The Merger became effective after the stockholders
meeting upon the filing of a Certificate of Merger with the Secretary of State
of the State of Delaware on November 25, 2009. As a result of the
Merger, Tween Brands became a wholly owned subsidiary of Dress
Barn.
As
provided in the Merger Agreement, each share of common stock, par value $.01 per
share (“Tween Brands Common Stock”), of Tween Brands, issued and outstanding
immediately prior to the effective time of the Merger, was converted into the
right to receive 0.47 validly issued, fully paid and nonassessable shares of
common stock, par value $.05 per share (“Dress Barn Common Stock”), of Dress
Barn.
In
addition, as provided in the Merger Agreement, all options to purchase Tween
Brands Common Stock that were outstanding and unexercised at the effective time
of the Merger were converted into the right to receive, with respect to each
such option, an amount of cash equal to the positive difference, if any, between
the value of the per share common stock consideration paid in the Merger less
the per share exercise price of the option for each share subject to such
option. Any option with an exercise price greater than the value of
the per share common stock consideration paid in the Merger was cancelled
without consideration and is of no further force and effect. In
addition, at the effective time of the Merger, the vesting of each share of
Tween Brands restricted stock was accelerated, and each such share was converted
into the right to receive 0.47 shares of Dress Barn Common Stock.
The
description of the Merger Agreement contained in this Current Report on Form 8-K
(including the description of the consideration payable in connection with the
Merger) is qualified in its entirety by reference to the Merger Agreement, a
copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed
by Dress Barn on June 25, 2009.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Pursuant
to the terms of the Merger Agreement and the Letter Agreement dated as of June
24, 2009 by and among Dress Barn, Tween Brands and Michael W. Rayden (the
“Letter Agreement”), effective as of November 25, 2009, Dress Barn’s board of
directors appointed Mr. Rayden, the Chief Executive Officer of Tween Brands, to
serve as a director of Dress Barn for a term expiring in 2010 or until his
earlier death, resignation or removal. In addition, for at least one
additional term ending no earlier than 2012, so long as Mr. Rayden continues to
be employed by Tween Brands, Dress Barn’s board of directors is required to
nominate Mr. Rayden for re-election to Dress Barn’s board of directors at the
expiration of each term of his service on Dress Barn’s board of
directors. Pursuant to the terms of the Letter Agreement, Mr. Rayden
has agreed to resign from Dress Barn’s board of directors upon his termination
of employment at any time.
The
Letter Agreement affirms the continuation of the employment agreement (the
“Employment Agreement”) and executive agreement (the “Executive Agreement”)
entered into by and between Tween Brands and Mr. Rayden on December 3, 2008,
both of which are described below.
The
Employment Agreement has an initial term of five years, with automatic one-year
extensions, unless either party gives written notice to the other party 90 days
prior to the anniversary of the effective date of an election not to extend the
term. Furthermore, upon a change in control (as defined in the Employment
Agreement), the term of the Employment Agreement will be extended for two years
from the date of the change in control. The Employment Agreement also
requires Tween Brands to compensate Mr. Rayden and provide him with certain
payments and benefits if his employment is terminated for specified reasons
during the term of the Employment Agreement. Mr. Rayden is
subject to certain restrictive covenants under the Employment Agreement,
including a non-solicitation provision and a non-competition provision (which,
prior to the execution of the Letter Agreement, did not apply upon certain
termination events occurring after a change in control).
The
Executive Agreement has an initial term of three years, with automatic one-year
extensions, unless Tween Brands gives written notice to Mr. Rayden 30 days prior
to the anniversary of the effective date of its election not to extend the term.
Furthermore, if a change in control occurs during the term of the Executive
Agreement, the term will be extended for 24 months from the date of the change
in control. Under the Executive Agreement, Tween Brands must provide Mr. Rayden
with the severance benefits specified in the Executive Agreement if his
employment is terminated by Tween Brands for certain reasons in connection with
a change in control, or by Mr. Rayden for good reason (as defined in the
Executive Agreement) at any time within 24 months after a change in control, or
for any reason during the 30-day period beginning on the one year anniversary
date of a change in control. Any severance amounts payable to Mr.
Rayden under his Executive Agreement are in lieu of any severance benefits that
would otherwise be payable under his Employment Agreement.
The
foregoing descriptions of the Letter Agreement, Employment Agreement and
Executive Agreement contained in this Current Report on Form 8-K are qualified
in their entirety by reference to the copy of the Letter Agreement filed as
Exhibit 2.2 to the Current Report on Form 8-K filed by Dress Barn on June 25,
2009, the copy of the Employment Agreement filed as Exhibit 10.1 hereto and the
copy of the Executive Agreement filed as Exhibit 10.2 hereto, all of which are
incorporated herein by reference.
Item
8.01 Other Events.
On
November 25, 2009, Dress Barn issued a press release announcing the completion
of the Merger. A copy of the press release is attached hereto as
Exhibit 99.1 and incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(a) Financial
statements of business acquired.
The
financial statements required by this Item with respect to Tween Brands were
filed with the Securities and Exchange Commission on March 31, 2009 in Tween
Brands’ Annual Report on Form 10-K and on September 9, 2009 in Tween Brands’
Quarterly Report on Form 10-Q. Such financial statements are attached
hereto as Exhibit 99.2 and incorporated herein by reference.
(b) Pro
forma financial information.
The pro
forma financial information required by this Item is not being filed
herewith. To the extent such information is required by this Item, it
will be filed by amendment to this Current Report on Form 8-K not later than 71
days after the date on which this Current Report on Form 8-K is required to be
filed.
(d) Exhibits.
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Exhibit
No
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Description
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10.1
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Employment
Agreement between Tween Brands, Inc. and Michael W. Rayden, dated December
3, 2008 (incorporated by reference to Exhibit 10.1 to the Current Report
on Form 8-K filed by Tween Brands, Inc. on December 9,
2008)
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10.2
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Executive
Agreement between Tween Brands, Inc. and Michael W. Rayden, dated December
3, 2008 (incorporated by reference to Exhibit 10.2 to the Current Report
on Form 8-K filed by Tween Brands, Inc. on December 9,
2008)
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99.1
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Press
Release, dated November 25, 2009, issued by The Dress Barn,
Inc.
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99.2
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Financial
statements of Tween Brands, Inc. (incorporated by reference to Tween
Brands, Inc.’s Annual Report on Form 10-K and Quarterly Report on Form
10-Q filed with the Securities and Exchange Commission on March 31, 2009
and September 9, 2009,
respectively)
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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 hereunto
duly authorized.
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THE
DRESS BARN, INC.
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Date: November
30, 2009
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By:
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/s/ Armand
Correia
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Name:
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Armand
Correia
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Title:
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Executive
Vice President and Chief Financial Officer
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(Principal
Financial and Accounting Officer)
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