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 14, 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 March 14, 2014, Kate Spade & Company (the “Company”) issued a conditional redemption notice (the “Notice”) with respect to its 10.50% Senior Secured Notes due April 2019 (the “Notes”).  Pursuant to the Notice, the Company gave holders of the Notes notice that, subject to the conditions precedent stated herein, it will redeem up to $37.2 million aggregate principal amount of the Notes (the “Redemption Notes”) at a price equal to 103% of the aggregate principal amount of the Redemption Notes.  Such redemption (the “Redemption”) is scheduled to occur on April 14, 2014 (the “Redemption Date”).

As permitted by the terms of the Notes, the Notice and the Redemption are conditioned on the entry by the Company, on or prior to the Redemption Date, into a new financing arrangement with various lenders on terms satisfactory to the Company, providing aggregate funds (the “Redemption Funds”) sufficient for the Company to pay the aggregate redemption price for the Redemption Notes to be redeemed on the Redemption Date (the “Financing Condition”), unless such Financing Condition is earlier waived (in whole or in part) by the Company in writing.  To the extent that sufficient Redemption Funds to redeem the full aggregate principal amount of the Redemption Notes are not received by the Company on or prior to the Redemption Date, the Notice applies only to those Redemption Notes able to be redeemed using the amount of Redemption Funds received by the Company on or prior to the Redemption Date, unless the Financing Condition is earlier waived (in whole or in part) by the Company in writing.

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.