-----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, Vq4olG2d55dlfgEMOV618xb+WIa3EovMGxHXKXKwTu6Zh17OLhIkMK+dxv1pYc9x keWbu8EQhfzFA8HjbUx4Qg== 0000844143-06-000019.txt : 20060612 0000844143-06-000019.hdr.sgml : 20060612 20060612172212 ACCESSION NUMBER: 0000844143-06-000019 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060608 ITEM INFORMATION: Entry into a Material Definitive Agreement 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: 20060612 DATE AS OF CHANGE: 20060612 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: 06900615 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 inno_8k061206.txt 8-K DATED JUNE 12, 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): June 12, 2006 (June 8, 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 1.01 Entry into a Material Definitive Agreement In connection with the appointment of Mr. Paul Robb to the Company's Board of Directors and pursuant to the Company's 2004 Stock Incentive Plan, Mr. Robb was granted a nonqualified option to purchase up to 75,000 shares of the Company's common stock with an exercise price of $0.75 per share, the closing price of the Company's common stock on June 8, 2006. The option has a term of ten (10) years from the date of grant and is exercisable in full immediately. Mr. Robb's grant was identical, except in exercise price, to the previous grant to other members of the Board of Directors in connection with service. ITEM 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers On June 8, 2006, the Company elected Mr. Paul Robb to fill a newly created vacancy on its Board of Directors. On June 12, 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 his business experience. Mr. Robb has not yet been nominated to any committees of the Board of Directors of the Company. There was no arrangement or understanding between Mr. Robb and any other persons pursuant to which he was selected as a director, nor has Mr. Robb 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 June 12, 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: June 12, 2006 By: /s/ Marc Crossman Marc Crossman 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 June 12, 2006 EX-99 2 innoex99_1.txt PRESS RELEASE DATED JUNE 12, 2006 [INNOVO GROUP INC. LOGO] Paul A. Robb Joins Innovo Group's Board of Directors LOS ANGELES, CA, June 12, 2006 - Innovo Group Inc. (NASDAQ: INNO) announced today that Paul A. Robb has been appointed to the Company's Board of Directors, effective June 8, 2006. Mr. Robb, a 30-year veteran of the retail apparel industry, presently serves as the Chief Executive Officer of the Lifestyle Design Group, the largest division of Kellwood Company (NYSE: KWD), a leading marketer of branded apparel products. Prior to serving in his current role at Kellwood, Mr. Robb served as President of Kellwood Company's Menswear division. Mr. Robb has also served in previous executive positions for other well-known apparel companies, including serving as the Chief Executive Officer of the Duck Head Apparel Company and the Chief Executive Officer of Block Corporation. Mr. Robb has also served as a director of Eddie Haggar Limited. Marc Crossman, President and Chief Executive Officer of Innovo Group, stated: "Paul brings many years of apparel industry knowledge, experience and relationships to Innovo Group that we believe will be beneficial to the direction of our business. Paul's willingness to join Innovo Group's Board of Directors is a positive sign of not only his confidence in the company and its people,but also the Joe's(TM) brand and its continuing growth and potential in the marketplace." About Innovo Group Inc. Innovo Group Inc., through its operating subsidiary Joe's Jeans, Inc. is a design and sales organization designing, producing and selling apparel products to the retail and premium markets under the Joe'sTM and Joe's Jeans(r) brands. Under these brands,the Company's apparel products consist of men's and women's denim and denim-related apparel products. More information is available at the company web site at www.innovogroup.com or at www.joesjeans.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, the appointment of Paul A. Robb to the Company's board of directors having any financial or other impact on the Company's performance or the likelihood that shareholder value will be improved due to the appointment of Paul A. Robb as a director of the Company. 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-----