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): October 22, 2015
SEQUENTIAL BRANDS GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 000-16075 | 86-0449546 |
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification Number) |
5 Bryant Park
30th Floor
New York, New York 10018
(Address of Principal Executive Offices/Zip Code)
(646) 564-2577
(Registrant's telephone number, including area code)
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)) |
| Item 1.01 | Entry into a Material Definitive Agreement. |
On October 22, 2015, Sequential Brands Group, Inc. (“Sequential”), Singer Merger Sub, Inc., Martha Stewart Living Omnimedia, Inc., Madeline Merger Sub, Inc. and Singer Madeline Holdings, Inc. (“Holdings”) entered into a Letter Agreement (the “Letter Agreement”), which amends the previously disclosed Agreement and Plan of Merger, by and among Sequential, Singer Merger Sub, Inc., Martha Stewart Living Omnimedia, Inc., Madeline Merger Sub, Inc., and Holdings, dated as of June 22, 2015 (the “Merger Agreement”), to clarify the procedures pursuant to which holders of common stock, par value $.001 per share, of Sequential will exchange their shares for shares of common stock, par value $.01 per share, of Holdings in connection with the transactions contemplated by the Merger Agreement. A copy of the Letter Agreement is attached as an exhibit to the Holdings S-4/A, filed on October 22, 2015, and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Exhibit Description | |
| 2.1 | Letter Agreement, dated as of October 22, 2015, by and among Singer Madeline Holdings, Inc., Sequential Brands Group, Inc., Martha Stewart Living Omnimedia, Inc., Singer Merger Sub, Inc. and Madeline Merger Sub, Inc. (incorporated by reference to Exhibit 2.2 to Singer Madeline Holdings, Inc.’s Registration Statement on Form S-4/A filed on October 22, 2015). |
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.
Dated: October 22, 2015
| Sequential Brands Group, Inc. | ||
| By: | /s/ Gary Klein | |
|
Gary Klein Chief Financial Officer | ||
EXHIBIT INDEX
| Exhibit No. | Exhibit Description | |
| 2.1 | Letter Agreement, dated as of October 22, 2015, by and among Singer Madeline Holdings, Inc., Sequential Brands Group, Inc., Martha Stewart Living Omnimedia, Inc., Singer Merger Sub, Inc. and Madeline Merger Sub, Inc. (incorporated by reference to Exhibit 2.2 to Singer Madeline Holdings, Inc.’s Registration Statement on Form S-4/A filed on October 22, 2015). |