0001209191-17-045068.txt : 20170713
0001209191-17-045068.hdr.sgml : 20170713
20170713171715
ACCESSION NUMBER: 0001209191-17-045068
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170711
FILED AS OF DATE: 20170713
DATE AS OF CHANGE: 20170713
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Kate Spade & Co
CENTRAL INDEX KEY: 0000352363
STANDARD INDUSTRIAL CLASSIFICATION: WOMEN'S, MISSES', AND JUNIORS OUTERWEAR [2330]
IRS NUMBER: 132842791
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0630
BUSINESS ADDRESS:
STREET 1: 2 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10016
BUSINESS PHONE: 2123544900
MAIL ADDRESS:
STREET 1: 5901 WEST SIDE AVE.
CITY: NORTH BERGEN
STATE: NJ
ZIP: 07047
FORMER COMPANY:
FORMER CONFORMED NAME: Fifth & Pacific Companies, Inc.
DATE OF NAME CHANGE: 20120514
FORMER COMPANY:
FORMER CONFORMED NAME: CLAIBORNE LIZ INC
DATE OF NAME CHANGE: 19920703
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Linko Thomas J
CENTRAL INDEX KEY: 0001622109
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-10689
FILM NUMBER: 17964111
MAIL ADDRESS:
STREET 1: 2 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10016
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2017-07-11
1
0000352363
Kate Spade & Co
KATE
0001622109
Linko Thomas J
C/O KATE SPADE & COMPANY
2 PARK AVE
NEW YORK
NY
10016
0
1
0
0
SVP, Chief Financial Officer
Common Stock, par value $1 per share
2017-07-11
4
U
0
13833
D
0
D
Market Share Units
2017-07-11
4
D
0
1124
D
Common stock, par value $1 per share
1124
0
D
Restricted Stock Units
2017-07-11
4
D
0
8966
D
Common stock, par value $1 per share
8966
0
D
Restricted Stock Units
2017-07-11
4
D
0
7984
D
Common stock, par value $1 per share
7984
0
D
Staking Market Share Units
2017-07-11
4
D
0
13799
D
Common stock, par value $1 per share
13799
0
D
Options
35.30
2017-07-11
4
D
0
4780
D
2022-03-02
Common stock, par value $1 per share
4780
0
D
Performance Share Units
2017-07-11
4
D
0
11976
D
Common stock, par value $1 per share
11976
0
D
Performance Share Units
2017-07-11
4
D
0
6742
D
Common stock, par value $1 per share
6742
0
D
Performance Share Units
2017-07-11
4
A
0
8966
A
Common stock, par value $1 per share
8966
8966
D
Performance Share Units
2017-07-11
4
D
0
8966
D
Common stock, par value $1 per share
8966
0
D
Pursuant to the Agreement and Plan of Merger dated as of May 7, 2017 (the "Merger Agreement") by and among Coach, Inc. ("Parent"), Chelsea Merger Sub Inc. ("Purchaser"), and the Issuer, on July 11, 2017, Purchaser merged with and into the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement, each share of common stock, par value $1.00 per share, of the Issuer (each, a "Share") was disposed of pursuant to a tender offer commenced by the Purchaser on May 26, 2017 to acquire any and all of the Company's Shares for $18.50 per Share, net to the Reporting Person in cash, without interest thereon and less any applicable withholding taxes.
Each market share unit ("MSU") represents the right to receive one share of common stock based on certain vesting conditions.
Pursuant to the letter agreement, dated May 7, 2017, between the Issuer and the Reporting Person (the "Letter Agreement"), each of these MSUs was cancelled and converted into a right to receive an amount in cash equal to $18.50 for each Share underlying each such MSU (assuming that for this purpose that performance in respect of all such outstanding MSUs was achieved at a level that resulted in a payout of 100% of the target award) (the aggregate amount, the "MSU Payment"). The MSU Payment will generally be payable after March 2, 2018, the date representing the end of the applicable performance period, after which the MSUs would have otherwise vested in accordance with the terms of the award; provided, however that the MSU Payment will be payable in full no later than 30 days (cont'd in FN 4)
(cont'd from FN 3) following the applicable termination date in the event that the Reporting Person's employment is terminated without cause, or the Reporting Person resigns for good reason during the "waived good reason period," or if the Reporting Person's employment terminates on the "deemed good reason date," in each case, as provided in the Letter Agreement.
Each restricted stock unit represented a contingent right to receive one Share.
Pursuant to the terms of the Letter Agreement, each of these restricted stock units was cancelled and converted into a right to receive an amount in cash equal to $18.50 for each Share underlying each such restricted stock unit (the aggregate amount, the "RSU Payment"). The RSU Payment will generally be payable in substantially equal installments with each such installment paid on the date that the restricted stock units corresponding to such installment would have otherwise vested in accordance with the terms of the award; provided, however that the RSU Payment will be payable in full no later than 30 days following the applicable termination date in the event that the Reporting Person's employment is terminated without cause or the Reporting Person resigns for good reason during the "waived good reason period," or if the Reporting Person's employment terminates on the "deemed good reason date," in each case, as provided in the Letter Agreement.
This award provided for vesting in two equal installments on March 1, 2019 and March 1, 2020.
This award provided for vesting in two equal installments on March 3, 2018 and March 3, 2019.
Each Staking Market Share Unit ("Staking MSU") represents the right to receive one Share based on certain vesting conditions.
Pursuant to the Letter Agreement, each of these Staking MSUs was cancelled and converted into a right to receive an amount in cash equal to $18.50 for each Share underlying each such Staking MSU (assuming that for this purpose that performance in respect of all such outstanding Staking MSUs was achieved at a level that resulted in a payout of 100% of the target award) (the aggregate amount, the "Staking MSU Payment"). The Staking MSU Payment will generally be payable after March 3, 2019, the date representing the end of the applicable performance period, after which the Staking MSUs would have otherwise vested in accordance with the terms of the award; provided, however that the Staking MSU Payment will be payable in full no later than 30 days (cont'd in FN 11)
(cont'd from FN 10) following the applicable termination date in the event that the Reporting Person's employment is terminated without cause or the Reporting Person resigns for good reason during the "waived good reason period," or if the Reporting Person's employment terminates on the "deemed good reason date," in each case, as provided in the Letter Agreement.
Pursuant to the Merger Agreement, each of these stock options was cancelled and converted in to the right to receive an amount in cash, if any, equal to the product of the Option Consideration multiplied by the aggregate number of Shares subject to such stock option immediately before the effective time of the Merger, less any required withholding taxes, such amount to be paid as soon as practicable following the effective time of the Merger. "Option Consideration" means the excess, if any, of $18.50 over the per share exercise price of the applicable stock option.
This option to purchase Shares was granted on March 2, 2015, and was exercisable in increments of 25% on the first two anniversaries of the date of grant and in an increment of 50% on the third anniversary of the date of grant.
Each Performance Share Unit ("PSU") represents the right to receive one Share based on certain vesting conditions.
Pursuant to the Letter Agreement, each of these PSUs was cancelled and converted into a right to receive an amount in cash equal to $18.50 for each Share underlying each such PSUs (assuming that for this purpose that performance in respect of all such outstanding PSUs was achieved at a level that resulted in a payout of 100% of the target award) (the aggregate amount, the "PSU Payment"). The PSU Payment will generally be payable after December 29, 2018, the date representing the end of the applicable performance period, after which the PSUs would have otherwise vested in accordance with the terms of the award; provided, however that the PSU Payment will be payable in full no later than 30 days following the applicable termination date in the event that the Reporting Person's employment is terminated without cause or the Reporting Person resigns for good reason during the "waived good reason period," or if the Reporting Person's employment terminates (cont'd in FN 16)
(cont'd from FN 15) on the "deemed good reason date," in each case, as provided in the Letter Agreement.
Pursuant to the Letter Agreement, each of these PSUs was cancelled and converted into a right to receive an amount in cash equal to $18.50 for each Share underlying each such PSUs (assuming that for this purpose that performance in respect of all such outstanding PSUs was achieved at a level that resulted in a payout of 100% of the target award) (the aggregate amount, the "PSU Payment"). The PSU Payment will generally be payable after December 30, 2017, the date representing the end of the applicable performance period, after which the PSUs would have otherwise vested in accordance with the terms of the award; provided, however that the PSU Payment will be payable in full no later than 30 days following the applicable termination date in the event that the Reporting Person's employment is terminated without cause or the Reporting Person resigns for good reason during the "waived good reason period," or if the Reporting Person's employment terminates on (cont'd in FN 18)
(cont'd from FN 17) the "deemed good reason date," in each case, as provided in the Letter Agreement.
Pursuant to the Letter Agreement, each of these PSUs was cancelled and converted into a right to receive an amount in cash equal to $18.50 for each Share underlying each such PSUs (assuming that for this purpose that performance in respect of all such outstanding PSUs was achieved at a level that resulted in a payout of 100% of the target award) (the aggregate amount, the "PSU Payment"). The PSU Payment will generally be payable after December 28, 2019, the date representing the end of the applicable performance period, after which the PSUs would have otherwise vested in accordance with the terms of the award; provided, however that the PSU Payment will be payable in full no later than 30 days following the applicable termination date in the event that the Reporting Person's employment is terminated without cause or the Reporting Person resigns for good reason during the "waived good reason period," or if the Reporting Person's employment terminates (cont'd in FN 20)
(cont'd from FN 19) on the "deemed good reason date," in each case, as provided in the Letter Agreement.
Timothy F. Michno, as Attorney-In-Fact
2017-07-13