0001104659-12-085979.txt : 20121221 0001104659-12-085979.hdr.sgml : 20121221 20121221164922 ACCESSION NUMBER: 0001104659-12-085979 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20121218 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20121221 DATE AS OF CHANGE: 20121221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Fifth & Pacific Companies, Inc. CENTRAL INDEX KEY: 0000352363 STANDARD INDUSTRIAL CLASSIFICATION: WOMEN'S, MISSES', AND JUNIORS OUTERWEAR [2330] IRS NUMBER: 132842791 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10689 FILM NUMBER: 121282482 BUSINESS ADDRESS: STREET 1: 1441 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 2123544900 MAIL ADDRESS: STREET 1: 5901 WEST SIDE AVE. CITY: NORTH BERGEN STATE: NJ ZIP: 07047 FORMER COMPANY: FORMER CONFORMED NAME: CLAIBORNE LIZ INC DATE OF NAME CHANGE: 19920703 8-K 1 a12-30003_18k.htm 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): December 21, 2012 (December 18, 2012)

 

 FIFTH & PACIFIC COMPANIES, INC. 

(Exact name of registrant as specified in its charter)

 

Delaware

 

1-10689

 

13-2842791

(State or other jurisdiction of
incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification No.)

 

1441 Broadway, New York, New York

 

10018

(Address of principal executive offices)

 

(Zip Code)

 

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

 

                                                                                                     

(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:

 

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 3.02. UNREGISTERED SALES OF EQUITY SECURITIES.

 

On December 18, 2012, Fifth & Pacific Companies, Inc. (the “Company”) entered into an agreement with a holder of $3.8 million aggregate principal amount of the Company’s 6.0% Convertible Senior Notes due 2014 (the “Convertible Notes”), pursuant to which the holder agreed to convert all of such outstanding Convertible Notes into 1,069,821 shares of the Company’s common stock. The Company paid accrued interest on the holder’s Convertible Notes through the settlement date in cash. The transaction closed on December 21, 2012. The issuance of the shares of the Company’s common stock was exempt from any registration requirements under the Securities Act of 1933, as amended, pursuant to Section 3(a)(9) of the Securities Act.

 


 

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.

 

 

 

 

FIFTH & PACIFIC COMPANIES, INC.

 

 

 

 

 

 

Date: December 21, 2012

By:

/s/ George M. Carrara

 

Name:

George M. Carrara

 

Title:

Chief Financial Officer