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) March 13, 2014 (March 7, 2014)

 KATE SPADE & COMPANY 

(Exact Name of Registrant as Specified in Charter)

Registrant’s telephone number, including area code (212) 354-4900

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            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 7.01. REGULATION FD DISCLOSURE.

On February 5, 2014, Kate Spade & Company (the “Company”), formerly known as Fifth & Pacific Companies, Inc., commenced an offer to purchase (the “Offer”) up to $75.0 million aggregate principal amount of 10.5% Senior Secured Notes due 2019 (the “Notes”) of the Company, in accordance with the terms of the indenture governing the Notes, dated April 7, 2011, as amended (the “Indenture”), at a purchase price of 100% of the principal amount thereof, plus accrued and unpaid interest, if any.

The Offer was made in connection with the sale (the “Sale”) of all issued and outstanding equity interests of Lucky Brand Dungarees, Inc., a Delaware corporation and a former wholly owned subsidiary of the Company, as reported in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 7, 2014.  The Sale constituted an “Asset Sale” under the Indenture, and the Offer constituted a “Net Proceeds Offer” under the Indenture.  Of the total consideration from the Sale, Net Proceeds (as defined under the Indenture) from the sale of Notes Priority Collateral (as defined under the Indenture) were $75.0 million.  In accordance with the terms of the Indenture, the Net Proceeds were deposited into the Collateral Proceeds Account (as defined under the Indenture).

On March 7, 2014, the Offer expired.  No Notes were tendered into the Offer.  As a result, in accordance with the terms of the Indenture, the entire $75.0 million of Net Proceeds was released from the Collateral Proceeds Account and became available for use by the Company in any manner permitted by the Indenture.  The Company expects to use the Net Proceeds for general corporate purposes.

SIGNATURE

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.