0001104659-05-055532.txt : 20051114 0001104659-05-055532.hdr.sgml : 20051111 20051114165511 ACCESSION NUMBER: 0001104659-05-055532 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20051114 DATE AS OF CHANGE: 20051114 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MOSSIMO INC CENTRAL INDEX KEY: 0001005181 STANDARD INDUSTRIAL CLASSIFICATION: MEN'S & BOYS' FURNISHINGS, WORK CLOTHING, AND ALLIED GARMENTS [2320] IRS NUMBER: 330684524 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49745 FILM NUMBER: 051202494 BUSINESS ADDRESS: STREET 1: 2450 WHITE ROAD STREET 2: 2ND FLOOR CITY: IRVINE STATE: CA ZIP: 92614- BUSINESS PHONE: 9497970200 MAIL ADDRESS: STREET 1: 15320 BARRANCA PARKWAY CITY: IRVINE STATE: CA ZIP: 92718 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MOSSIMO GIANNULLI CENTRAL INDEX KEY: 0001033335 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O MOSSIMO INC STREET 2: 15320 BARRANCA CITY: IRVINE STATE: CA ZIP: 92718 BUSINESS PHONE: 7144531300 MAIL ADDRESS: STREET 1: 15230 BARRANCA CITY: IRVINE STATE: CA ZIP: 92718 SC 13D/A 1 a05-19283_2sc13da.htm AMENDMENT

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 7)*

MOSSIMO, INC.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

619696 10 7

(CUSIP Number)

MOSSIMO GIANNULLI

C/O MOSSIMO, INC.

2016 BROADWAY

SANTA MONICA, CALIFORNIA 90404

TEL. NO.: (310) 460-0040

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

WITH A COPY TO:

PAUL TOSETTI, ESQ.

LATHAM & WATKINS LLP

633 WEST FIFTH STREET

SUITE 4000

LOS ANGELES, CALIFORNIA 90071-2007

November 12, 2005

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 619696 10 7

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Mossimo Giannulli

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) Not applicable.

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization U.S.A.

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 10,272,822

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 10,272,822

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 10,272,822

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 65.18%(1)

	14.	Type of Reporting Person (See Instructions) IN

(1) THIS PERCENTAGE IS CALCULATED USING THE TOTAL NUMBER OF SHARES OF THIS CLASS OF SECURITIES OUTSTANDING AS OF NOVEMBER 14, 2005 (15,759,842).

Item 1.	Security and Issuer
This statement relates to the Common Stock (the “Common Stock”) of Mossimo, Inc., a Delaware corporation (the “Company”) having its principal executive offices at 2016 Broadway, Santa Monica, CA 90404.

Item 2.	Identity and Background
	(a) This Schedule 13D Amendment No. 7 is filed on behalf of Mossimo Giannulli (“Giannulli”). (b) The business address of Giannulli is c/o Mossimo, Inc., 2016 Broadway, Santa Monica, CA 90404. (c) The present principal occupation of Giannulli is Chairman and Co-Chief Executive Officer of the Company. (d) During the last five years, Giannulli has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, Giannulli has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which Giannulli was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. (f) Giannulli is a citizen of the United States of America.

Item 3.	Source and Amount of Funds or Other Consideration
Not Applicable.

Item 4.	Purpose of Transaction
On November 12, 2005 Giannulli delivered a termination letter via facsimile to the special committee (the “Special Committee”) of the Company’s board of directors notifying the Special Committee that he was terminating that certain Agreement and Plan of Merger, dated as of September 21, 2005, by and among Giannulli, Mossimo Holding Corp., Mossimo Acquisition Corp. and the Company (the “Merger Agreement”) pursuant to Section 7.1.5 thereof. Upon termination of the Merger Agreement, the Stock Option Agreement, dated as of September 21, 2005, by and between Mossimo Acquisition Corp. and the Company, expired pursuant to Section 2(b) thereof. A copy of the termination letter is attached hereto as Exhibit 7.01 and is incorporated herein by reference. The Merger Agreement was terminated due to the Special Committee’s withdrawal of, and refusal to reconfirm, its approval and recommendation of the tender offer and merger contemplated by the Merger Agreement. Giannulli issued a press release on November 14, 2005 announcing the termination of the Merger Agreement. A copy of the press release is attached hereto as Exhibit 7.02 and is incorporated herein by reference. Giannulli does not have any plans or proposals that relate to or would result in any of the events set forth in Items 4(a) through (j).

Item 5.	Interest in Securities of the Issuer
	(a) Giannulli beneficially owns 10,272,822 shares of Common Stock, which represents 65.18% of the outstanding shares of Common Stock. (b) Giannulli has the sole power to vote and dispose of 10,272,822 shares of Common Stock. (c) Giannulli has not effected any transactions in any shares of Common Stock of the Company during the past 60 days.

	(d) Other than Giannulli, no person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by Giannulli. (e) Not applicable.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
To the best knowledge of Giannulli, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between himself and any other person with respect to any securities of the Company, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting power over the securities of the Company.

Item 7.	Material to Be Filed as Exhibits
	7.01 Termination Letter, dated November 12, 2005 7.02 Press Release, dated November 14, 2005

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	November 14, 2005
	Date
	/s/ Mossimo Giannulli
	Signature
	Mossimo Giannulli
	Name/Title

EX-7.01 2 a05-19283_2ex7d01.htm CORRESPONDENCE FROM AN INDEPENDENT ACCOUNTANT

Exhibit 7.01

MOSSIMO ACQUISITION CORP.

2016 Broadway

Santa Monica, California 90404

November 12, 2005

Special Committee of the Board of Directors

Mossimo, Inc.

2016 Broadway

Santa Monica, California 90404

Gentlemen:

Due to the Special Committee’s withdrawal of, and refusal upon our request to reconfirm, its approval and recommendation of the Offer and the Merger, as those terms are defined in that certain Agreement and Plan of Merger, dated as of September 21, 2005, by and among Mossimo, Inc., Mossimo Acquisition Corp., Mossimo Holding Corp. and Mossimo Giannulli (the “Merger Agreement”), Mossimo Acquisition Corp. hereby terminates the Merger Agreement pursuant to Section 7.1.5 of the Merger Agreement.

As provided in Section 8.2 of the Merger Agreement, Mossimo Acquisition Corp. is entitled to be reimbursed by Mossimo, Inc., for all expenses incu rred by each of Mossimo Acquisition Corp., Mossimo Holding Corp. and Mossimo Giannulli in connection with the Merger Agreement, the Offer, the Merger and the transactions contemplated by the Merger Agreement. We will provide the total amount owed pursuant to this provision as soon as these expenses can be finalized.

Mossimo Acquisition Corp., Mossimo Holding Corp. and Mossimo Giannulli intend to announce the termination of the Merger Agreement prior to the market opening on Monday, November 14, 2005.

	Sincerely,

	MOSSIMO ACQUISITION CORP.

	/s/ Mossimo Giannulli

	Mossimo Giannulli
	President and Chief Executive Officer

EX-7.02 3 a05-19283_2ex7d02.htm CORRESPONDENCE FROM AN INDEPENDENT ACCOUNTANT

Exhibit 7.02

MOSSIMO GIANNULLI. ANNOUNCES TERMINATION OF MERGER AGREEMENT

SANTA MONICA, CA (November 14, 2005) - Mossimo Giannulli and Mossimo Acquisition Corp., announced today that they have terminated the Agreement and Plan of Merger (the “Merger Agreement”) entered into by Mossimo, Inc. (NASDAQ: MOSS), Giannulli, Mossimo Acquisition Corp. and Mossimo Holding Corp., on September 21, 2005. The Merger Agreement was terminated due to the Special Committee of the Board of Directors of Mossimo, Inc. 6;s withdrawal of, and refusal to reconfirm, its approval and recommendation of the tender offer and merger contemplated by the Merger Agreement. If the tender offer and merger had been completed, the public stockholders of Mossimo, Inc. would have been entitled to receive $5.00 per share in cash.

“I am disappointed that the Special Committee has withdrawn its recommendation of my offer, which it had endorsed in September,” stated Giannulli. “I also regret that the public stockholders will not have the opportunity to consider my offer that was always conditioned upon approval by a majority of the public stockholders.”

CONTACT:

Mossimo Giannulli

310-460-0040

Investor Relations:

Integrated Corporate Relations

Chad A. Jacobs

Brendon Frey

203-682-8200

Under the Securities Exchange Act of 1934 (Amendment No. 7)*

Signature

Under the Securities Exchange Act of 1934
(Amendment No. 7)*