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