-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NPWGENgaXMbQ60gdagUatX+n1q5AYibjXc6mgep80p2VxUkbubYZ+kfr/YLvGXoG MCDRGRv4joui8ARJJ9CRig== 0000844143-06-000008.txt : 20060410 0000844143-06-000008.hdr.sgml : 20060410 20060410163653 ACCESSION NUMBER: 0000844143-06-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060407 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060410 DATE AS OF CHANGE: 20060410 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INNOVO GROUP INC CENTRAL INDEX KEY: 0000844143 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED TEXTILE PRODUCTS [2390] IRS NUMBER: 112928178 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18926 FILM NUMBER: 06751228 BUSINESS ADDRESS: STREET 1: 5804 EAST SLAUSON AVENUE STREET 2: - CITY: COMMERCE STATE: CA ZIP: 90040 BUSINESS PHONE: 3237255516 MAIL ADDRESS: STREET 1: 5804 EAST SLAUSON AVENUE STREET 2: - CITY: COMMERCE STATE: CA ZIP: 90040 FORMER COMPANY: FORMER CONFORMED NAME: ELORAC CORP DATE OF NAME CHANGE: 19901009 8-K 1 innovo8k_041006.txt 8-K DATED APRIL 10, 2006 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): April 10, 2006 (April 7, 2006) Innovo Group Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 0-18926 11-2928178 (Commission File Number) (IRS Employer Identification No.) 5804 East Slauson Avenue, Commerce, California 90040 (Address of Principal Executive Offices) (Zip Code) (323) 725-5516 (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 (see General Instruction A.2. below): [ ] 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)) ITEM 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers On April 7, 2006, the Company elected Mr. Tom O'Riordan to fill a vacancy on its Board of Directors. In addition, the Company expects that Mr. O'Riordan's appointment will allow it to regain compliance with NASD Marketplace Rule 4350(c)(1), which requires the Company to have a majority of its members designated as "independent" (as defined in NASD Marketplace Rules). On April 10, 2006, the Company issued a press release, which is attached hereto and incorporated herein by reference as Exhibit 99.1 to this Current Report on Form 8-K regarding the announcement of its newly appointed director and informed Nasdaq Listing Qualifications Department of the same. On April 10, 2006, the Company recieved a letter from Nasdaq Listing Qualifications Department that the Company is again in compliance with Market- place Rule 4350(c)(1) and the matter is closed. Mr. O'Riordan has not been nominated to any committees of the Board of Directors of the Company. There was no arrangement or understanding between Mr. O'Riordan and any other persons pursuant to which he was selected as a director, nor has Mr. O'Riordan had any previous transactions with the Company which are required to be disclosed pursuant to Item 404(a) of Regulation S-K. ITEM 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit Number Description 99.1 Press Release dated April 10, 2006 SIGNATURES 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 thereunto duly authorized. INNOVO GROUP INC. (Registrant) Date: April 10, 2006 By: /s/ Marc Crossman Marc Crossman Interim Chief Executive Officer, President, Chief Financial Officer and Director (Principal Executive Officer and Principal Financial Officer) Exhibit Index Exhibit Number Description 99.1 Press Release dated April 10, 2006 EX-99 2 innovoex991_041006.txt PRESS RELEASE DAETD APRIL 10, 2006 Exhibit 99.1 [INNOVO GROUP INC. LETTERHEAD] Tom O'Riordan Joins Innovo Group's Board of Directors LOS ANGELES, April 10, 2006 - Innovo Group Inc. (NASDAQ: INNO) announced today that Tom O'Riordan has been appointed to the Company's Board of Directors, effective April 7, 2006. Mr. O'Riordan has most recently acted in an executive consulting and advisory capacity to the senior management team of Sport Brands International and its subsidiary Fila, a manufacturer and retailer of branded footwear, apparel and accessories, as well as to other investment advisors and funds in the retail and consumer products sector. From 1998 to 2004, Mr. O'Riordan served in various executive management capacities with Fila Holding Company, ultimately serving as Chief Executive Officer of Fila Americas from 2003 to 2004. Mr. O'Riordan also served as President of Enyce Clothing Company, Fila USA's wholly-owned subsidiary which produced sportswear and activewear apparel under the Enyce brand name, from 1999 to 2003. From 1995 until 1998, Mr. O'Riordan served as Director of Operations of Adidas America, a publicly traded manufacturer and retailer of branded athletic footwear, apparel and accessories. From 1988 to 1995, Mr. O'Riordan was President of Tom O'Riordan & Associates, a sales and marketing company focused on the athletic footwear, apparel and sporting goods industries. Mr. O'Riordan began his career in sales for Brooks Shoe Company. Mr. O'Riordan received his B.S. degree in Marketing and Management from Rider University. Sam Furrow, Chairman the Company's Board of Directors, stated: "We are extremely pleased to have Tom join the Board. After conducting its search for an additional independent director, the Board is confident that it has chosen someone who brings operational expertise within the retail, apparel and consumer products industry sectors, as well as a solid track record of successfully advising and guiding a wide variety of apparel, footwear and retail businesses. His addition to the Company's Board further enhances our objectives to bring long-term value to our shareholders." About Innovo Group Inc. Innovo Group Inc., through its operating subsidiaries Innovo Azteca Apparel, Inc. and Joe's Jeans, Inc. is a sales and marketing organization designing and selling apparel products to the retail and premium markets. The Company currently produces products under license agreements and other agreements for private label and branded products. The Company's apparel products consist of men's and women's denim and denim-related apparel products, including, women's high-end denim jeans and knit shirts featuring the Joe's Jeans(r) and indie brands. More information is available at the company web site at www.innovogroup.com. Statements in this news release which are not purely historical facts are forward-looking statements, including statements containing the words "intend," "believe," "estimate, "project," "expect" or similar expressions Forward looking statements in this press release include, without limitation, our ability to capture market share in the premium denim category, our ability to achieve long-term profitability, our expectations for our Joe's Jeansr brand in the marketplace and our belief in our growth strategy. These statements are made pursuant to the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended. All forward-looking statements are based upon information available to Innovo Group Inc. on the date of this release. Any forward-looking statement inherently involves risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that would cause or contribute to such differences include, but are not limited to: uncertainty regarding the effect or outcome of the Company's decision to explore strategic alternatives; uncertainty related to the sale of the Company's private label business and approval of the transaction by the Company's stockholders; continued acceptance of the Company's products in the marketplace, particularly acceptance and near-term sales of the Company's brands such as Joe'sr; successful implementation of its strategic plan; the extension or refinancing of its existing bank facility and the restrictions any such extension or refinancing could place on the company; the ability to obtain new financing from other financing sources; the ability to generate positive cash flow from operations and asset sales; competitive factors, including the possibility of major customers sourcing product overseas in competition with our products; dependence upon third-party vendors; a possible oversupply of denim in the marketplace; and other risks detailed in the Company's periodic report filings with the Securities and Exchange Commission. By making these forward-looking statements, the Company undertakes no obligation to update these statements for revisions or changes after the date of this release. Readers are cautioned not to place undue reliance on forward-looking statements. Contact: Innovo Group, Inc. Shane Whalen 323-278-6764 Integrated Corporate Relations Investors: Brendon Frey Media: John Flanagan 203-682-8200 -----END PRIVACY-ENHANCED MESSAGE-----