8-K

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, 2013

Fox Factory Holding Corp.

(Exact name of Registrant as Specified in its Charter)

Delaware	001-36040	26-1647258
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(IRS Employer Identification Number)

915 Disc Drive

Scotts Valley, California 95066

(Address of Principal Executive Offices) (Zip Code)

(831) 274-6500

(Registrant’s Telephone Number, Including Area Code)

N/A

(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:

¨ 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))

Fox Factory Holding Corp.

Current Report on Form 8-K

Item 2.02. Results of Operations and Financial Condition

As disclosed in Item 7.01 below, on October 22, 2013 Fox Factory Holding Corp. (“FOX” or the “Company”) issued a press release updating its fiscal 2013 guidance. The press release includes an update with respect to the Company’s expectations for its sales and earnings per diluted share for its third fiscal quarter ended September 30, 2013. A copy of the press release is attached hereto as Exhibit 99.2 and the portions of the disclosure contained therein regarding the Company’s third quarter fiscal 2013 results are incorporated herein by reference.

The information contained or incorporated in this Item 2.02 of this Current Report is being furnished, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 7.01. Regulation FD Disclosure

On October 22, 2013, the Company issued a press release announcing that it has initiated a voluntary recall of certain model year 2013 32 and 34 Evolution Series suspension forks having 120mm – 160mm of travel with certain open cartridge dampers manufactured by the Company between March 1, 2012 and November 30, 2012. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Also on October 22, 2013, the Company issued a second press release regarding the recall and updating its fiscal 2013 guidance for its third fiscal quarter which ended September 30, 2013 and for the full fiscal 2013 year. A copy of this press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

The information contained or incorporated in this Item 7.01 of this Current Report is being furnished, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Cautionary Statements Regarding Forward-Looking Statements

Certain statements in the attached press release regarding the recall and updating financial guidance are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The Company intends that all such statements be subject to the “safe-harbor” provisions contained in those sections. Many important factors may cause the Company’s actual results, events or circumstances to differ materially from those discussed in any such forward-looking statements, including but not limited to the factors set forth in such press release and the other risks and uncertainties described in Part II, Item 1A.“Risk Factors” in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on September 19, 2013 or described in the Company’s other filings with the Securities and Exchange Commission. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in the press release. In light of the significant uncertainties inherent in the forward-looking information included therein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Item 9.01. Financial Statements and Exhibits

Exhibits

The following exhibits are furnished herewith:

Exhibit	Description
99.1	Text of press release announcing voluntary recall issued by Fox Factory Holding Corp. on October 22, 2013.
99.2	Text of press release regarding the recall and updating financial guidance issued by Fox Factory Holding Corp. on October 22, 2013.

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.

	UTi Worldwide Inc.
Date: October 23, 2013	By:	/s/ Zvi Glasman
		Zvi Glasman
		Chief Financial Officer, Secretary and Treasurer

Exhibit Index

Exhibit	Description
99.1	Text of press release announcing voluntary recall issued by Fox Factory Holding Corp. on October 22, 2013.
99.2	Text of press release regarding the recall and updating financial guidance issued by Fox Factory Holding Corp. on October 22, 2013.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

OCTOBER 22, 2013

Firm’s recall hotline: 855-360-3488 (toll-free)

Firm’s recall webpage: http://ridefox.com/recall

Firm’s media contacts:

North America Media Inquiries

Mark Jordan

FOX – Global Marketing Communications Manager

(831) 740-4612

mjordan@ridefox.com

Europe, Oceania, and Asia Media Inquiries

Chris Trojer

FOX – European Marketing Manager

+49 170 8312901

c.trojer@foxracingshox.eu

Voluntary Recall of Certain Model Year 2013 32 and 34 Evolution Series forks with 120mm – 160mm of travel with an open cartridge damper

FOX has initiated a voluntary recall of certain model year 2013 Evolution Series forks manufactured between March 1, 2012 and November 30, 2012. Consumers should stop using the recalled product immediately unless otherwise instructed.

Name of Product: Specified FOX Model year 2013, 32 and 34 Evolution Series Forks having 120-160mm of travel

UNITS: about 40,000 units total worldwide, of which about 12,500 were sold in the U.S. and Canada.

MANUFACTURER: Fox Factory of Scotts Valley, CA

HAZARD: The fork damper cylinder / piston assembly in some of these units may separate and allow the fork to over-extend under certain circumstances, possibly causing the front wheel to detach from the bicycle while in use, creating a fall hazard.

INCIDENTS/INJURIES: FOX has received 1 report of an incident in which a broken damper may have caused the fork to over-extend and allow the front wheel to detach.

DESCRIPTION: The recall involves certain Model Year 2013 32 and 34 Evolution Series bicycle forks with 120mm-160mm of travel with an open cartridge damper. Follow the steps in the instructions below to identify if you have an affected fork.

SOLD: As original equipment on 2013 model year Specialized, Trek, Scott, Kona, Cannondale and various other brand bicycles and as aftermarket equipment.

MANUFACTURED IN: The forks affected by this recall were assembled in Fox’s Watsonville, CA facility.

REMEDY: If a consumer suspects that their fork may be within this recall then he or she should stop using their fork immediately until a final determination is made as to whether their fork is affected. To make that determination, consumers should follow the directions below to locate the ID Code and Serial Number, and with that information use the recall web page (http://ridefox.com/recall or toll free number (855-360-3488 ) to receive a determination of whether their fork is within the recall. If the fork is within the recall range, the consumer should cease using the fork immediately and contact Fox. The consumer will receive a free upgrade damper for the recalled fork, to be installed by Fox or by a qualified retailer. If the fork is not within the recall range, the consumer may continue using the fork.

CONSUMER CONTACT:

• Toll-free: 855-360-3488 (M-F, 8am – 5pm, PT)

• recall@ridefox.com

FOX has submitted its plans for this voluntary recall to the U.S. Consumer Product Safety Commission and Health Canada, and anticipates conducting the recall with their full cooperation.

We apologize in advance for any inconvenience and assure you that the damper upgrade will get you back on the trail safely.

IDENTIFYING YOUR 2013 EVOLUTION SERIES FORK

DO YOU HAVE AN EVOLUTION SERIES FORK?

• Evolution Series appears on the largest left and right decals

OTHER DISTINGUISHING CHARACTERISTICS

• Fork Colors: Black ,White or Green

• FLOAT

• Remote or non-remote

• Travel: 120mm-160mm

• Decal Colors: Black & White with Silver, Grey, and custom PMS color combinations that are coordinated with the bike’s color scheme

WHAT TO DO

• Locate the fork’s ID code on the backside of its left lower leg.

• Enter the ID code in the interactive form at http://ridefox.com/recall

• You will then be guided through upgrade process step-by-step

• The next step, if your fork is identified as possibly needing an upgrade, will be to locate the serial number stamped on the underside of the crown. You will need to remove your front wheel to get this information. You may also need to clean this area depending on your bike’s use. If it’s a remote fork, you’ll need to remove the cable hanger to see the entire serial number. Please also note that the numbers 0, 3, and, 8 can look very similar.

If you can confirm that your Evolution Forks are subject to this recall, please contact FOX for instructions to arrange a free repair. Please also contact FOX if you are unable to utilize the interactive upgrade instructions on the web:

• Toll-free: 855-360-3488 (M-F, 8am – 5pm, PT)

• recall@ridefox.com

FOX is interested in receiving incident or injury reports that are either directly related to this recall, or involve any hazard with this product. Please tell us about it by vial email: recall@ridefox.com.

EX-99.2

Exhibit 99.2

Fox Factory Holding Corp. Announces Voluntary Recall of Certain Model Year Suspension Forks

SCOTTS VALLEY, Calif., Oct. 22, 2013 (GLOBE NEWSWIRE) — Fox Factory Holding Corp. (Nasdaq:FOXF) (“FOX” or the “Company”) today announced it has initiated a voluntary recall of certain model year 2013 32 and 34 Evolution Series suspension forks having 120mm — 160mm of travel with certain open cartridge dampers manufactured by the Company between March 1, 2012 and November 30, 2012.

The Company has determined that a small percentage of the forks manufactured during the period have the potential to fail under a specific set of circumstances. The forks affected by this recall were assembled in the Company’s Watsonville California facility. The Company has initiated the recall to assure that consumers will obtain a free damper upgrade that will resolve the concern. The recall does not involve any of the Company’s current model year 2014 suspension forks.

FOX previously disclosed that in 2012 it increased its warranty reserve in connection with certain dampers, which dampers are the ones used in the forks that are the subject of the recall. Based on the Company’s current estimates, the existing warranty reserve is anticipated to be adequate to cover the repair related costs FOX expects to incur as a result of the recall. In addition, the Company expects that the miscellaneous other costs which it anticipates incurring as a result of the recall and which cannot be charged against the warranty reserve will not be material.

Updated Fiscal 2013 Guidance

Additionally, based on its financial results to date, the Company expects that its third quarter fiscal 2013 financial results will be at the high end of its previously disclosed expected range of sales of $79 to $82 million for the quarter and of its previously disclosed earnings per diluted share range of $0.23 to $0.27, based on a projected 36.9 million diluted shares outstanding.

For the full fiscal 2013 year, the Company today reaffirms its prior guidance that it expects that its sales for 2013 will be in the range of $264 to $270 million and that its earnings per diluted share for the year will be in the range of $0.61 to $0.67, based on a projected 36.1 million diluted shares outstanding. Included in the Company’s earnings per diluted share guidance is approximately $1.4 million of non-cash expense related to unamortized loan origination costs that the Company will record in the third quarter of fiscal 2013 in connection with the termination of its prior credit facility. The Company does not plan to provide preliminary financial information in the future other than in unique circumstances or in the event of a material event that requires disclosure.

About Fox Factory Holding Corp. (Nasdaq:FOXF)

Headquartered in Scotts Valley, CA, FOX designs and manufactures high-performance suspension products primarily for mountain bikes, side-by-side vehicles, on-road and off-road vehicles and trucks, all-terrain vehicles, snowmobiles, specialty vehicles and applications, and motorcycles. For more than three decades, FOX’s team of enthusiasts and professional athletes has been improving vehicle performance through a unique commitment to redefining ride dynamics.

FOX is a registered trademark of Fox Factory Inc. NASDAQ Global Select Market is a registered trademark of The NASDAQ OMX Group, Inc. All rights reserved.

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this press release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The Company intends that all such statements be subject to the “safe-harbor” provisions contained in those sections. Such forward-looking statements include, but are not limited to, the Company’s statement that the existing warranty reserve is anticipated to be adequate to cover the repair related costs FOX expects to incur as a result of the recall; the Company’s statement that it expects that the miscellaneous other costs which it anticipates incurring as a result of the recall and which cannot be charged against the warranty reserve will not be material; and the Company’s statements about its expected sales and earnings per share for the third quarter of fiscal 2013 and the full 2013 fiscal year and the projected number of diluted shares outstanding. Many important factors may cause the Company’s actual results, events or circumstances to differ materially from those discussed in any such forward-looking statements, including but not limited to: the recall completion rate may be different than anticipated; the total costs the Company incurs as a result of the product recall could be higher than expected; while FOX has been in contact with the Consumer Protection Safety Commission (“CPSC”), the CPSC has not given final approval to FOX’s recall plan and aspects of the plan may be subject to change; the warranty reserve previously established by the Company may be insufficient to cover the repair related costs FOX actually incurs as a result of the recall; the product recall could adversely impact the Company’s brand image, relationships with its sponsored athletes and race teams or otherwise have a negative effect on the Company’s business, financial condition and results of operations or have other negative consequences; the Company’s third fiscal quarter of 2013 has not ended and the Company’s future financial performance, including its sales, cost of sales, gross profit or gross margins, operating expenses, ability to generate positive cash flow and profitability could be adversely impacted by a number of factors; factors which impact the calculation of the number diluted shares of common stock outstanding, including the market price of the Company’s common stock, grants of equity-based awards and the vesting schedules of equity-based awards; and the other risks and uncertainties described in Part II, Item 1A. “Risk Factors” in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on September 19, 2013 or described in the Company’s other filings with the Securities and Exchange Commission. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Current Report. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

CONTACT:

ICR

Katie Turner

646-277-1228

Katie.Turner@icrinc.com