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): May 1, 2006
Oxford Industries, Inc.
(Exact Name of Registrant as Specified in Charter)
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| Georgia
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001-04365
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58-0831862 |
| (State or Other Jurisdiction
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(Commission
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(IRS Employer |
| of Incorporation)
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File Number)
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Identification No.) |
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| 222 Piedmont Avenue, NE, Atlanta, GA
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30308 |
| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (404) 659-2424
Not applicable
(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))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
On May 1, 2006, Oxford Industries, Inc. (the “Company”) issued a press release announcing that the
Company has entered into a purchase agreement, dated as of May 1, 2006, with The Millwork Trading
Co., Ltd., d/b/a Li & Fung USA (“Millwork”), a member of The Li & Fung Group, pursuant to which the
Company will sell to Millwork substantially all of the assets (other than accounts receivable
originated by the Company) of the Company’s Womenswear Group (the “Womenswear Sale”). The purchase
price to be paid by Millwork equals $25 million plus the net asset value of the transferred assets
on the closing date of the transaction. Millwork has also agreed to purchase the Company’s
goods-in-transit relating to the Company’s Womenswear Group following the closing of the Womenswear
Sale.
In connection with the consummation of the Womenswear Sale, the Company will, among other things,
enter into a license agreement with Millwork pursuant to which the Company will grant a perpetual
license (subject to the limitations set forth in the license agreement) to Millwork to use the
trade name “Oxford Collections,” a services agreement with Millwork pursuant to which the Company
will, for a period of up to eighteen months following the closing of the Womenswear Sale, provide
certain transitional support services to Millwork in its operation of the transferred assets, and a
limited non-competition agreement with Millwork pursuant to which the Company agrees (subject to
the exceptions set forth in the non-competition agreement) not to engage in certain activities for
a period of three years following the completion of the Womenswear Sale.
The Womenswear Sale is subject to customary closing conditions. The Womenswear Sale is expected to
close at or about the end of the Company’s fiscal year, which ends on June 2, 2006. The full text
of the press release announcing the Womenswear Sale is attached hereto as Exhibit 99.1.
In order to complete the Womenswear Sale, the Company has obtained the requisite consent under its
Amended and Restated Credit Agreement, dated July 28, 2004, as amended, among the Company, certain
of its domestic subsidiaries, SunTrust Bank, Inc., as administrative agent, and various financial
institution lenders and issuing banks. The consent agreement is attached hereto as Exhibit 10.1 and
is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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10.1 |
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Consent Agreement, dated as of May 1, 2006, to Amended and
Restated Credit Agreement dated July 28, 2004, as amended, by and among Oxford
Industries, Inc., certain of its domestic subsidiaries, SunTrust Bank, Inc., as
administrative agent, and various financial institution lenders and issuing
banks. |
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99.1 |
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Press Release issued by Oxford Industries, Inc. on May 1, 2006. |