Cygne Designs Inc - Current report filing (8-K)
April 25 2008 - 4:15PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 25, 2008
CYGNE DESIGNS, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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000-22102
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04-2843286
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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11 West 42
nd
Street, New York, New York
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10036
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code: (212) 997-7767
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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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SECTION 1 REGISTRANTS BUSINESS AND OPERATIONS
Item 1.01
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Entry into a Material Definitive Agreement.
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On April 25,
2008, Cygne Designs, Inc. (the Company) appointed Jay Furrow as President and Chief Executive Officer of the Company. Bernard Manuel, the Companys current Chairman, President and Chief Executive Officer, will continue to serve as
Chairman of the Company. Additionally, Mr. Furrow will join the Companys Board of Directors.
Mr. Furrow, 34, is a principal in the Furrow
Realty Fund, LP, a real estate fund focused on investing in commercial and industrial real estate. Additionally, Mr. Furrow is a founder of and on the board of Regents Secret, Inc., an online fashion retailer, where he has served as chief
executive officer and as chairman of the Board of Directors since its inception in May 2007. Since January 2006, Mr. Furrow has served as managing member and founder of JFJ Holdings LLC, a private equity company. From July 2002 until January
2006, Mr. Furrow served as Chief Executive Officer, from December 2000 until July 2002 as President, and from April 1999 until March 2003 as Chief Operating Officer of Joes Jeans Inc. (JOEZ), a publicly traded apparel company, in addition
to serving as a member of its Board of Directors from 1999 until July 2007. Mr. Furrow received his J.D. degree from Southern Methodist University School of Law and his B.S. degree in Political Science from Vanderbilt University.
As an inducement to join the Company, the Company granted to Mr. Furrow a fully vested 10-year option to purchase one million shares of the Companys common
stock at a price of $0.30 per share. Mr. Furrow will receive an annual salary of $400,000 per year, and will participate in all employee benefit programs offered by the Company to its executives.
121 Retail Ventures, LLC, an affiliate of Mr. Furrow, purchased approximately $125,000 of merchandise and supplies from the Company in transactions between October 19,
2007 and April 11, 2008. As of the date hereof, this receivable has been paid in full. Other than the foregoing, Mr. Furrow has had no other transactions or family relationships with the Company.
In connection with the appointment of Mr. Furrow as the Companys President and Chief Executive Officer, on April 25, 2008 the Company and Mr. Manuel
entered into a letter agreement which provides that:
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Mr. Manuels employment agreement (including without limitation the non-competition provisions thereof) is terminated effective immediately;
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Mr. Manuel will continue to serve as a director and chairman of the Board of Directors of the Company until October 31, 2008, and thereafter until either
the Company requests that he resign as a director or Mr. Manuel resigns, upon thirty (30) days prior written notice to the Company;
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Mr. Manuel resigns as Chief Executive Officer and President of the Company, but remains an employee of the Company through January 31, 2010, advising the
Companys senior executive officers with respect to international sourcing, and for which Mr. Manuel will receive a salary of $12,500 per month, and will be entitled to continue to participate, at the Companys expense, in the
Companys health insurance plan; and
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in recognition of Mr. Manuels past services to the Company and his agreement to forego bonuses and contractually mandated annual salary increases for
over ten years, upon termination of his employment the Company will pay him severance in the amount of $1,200,000, payable in 12 equal quarterly installments of $100,000, with the first payment commencing on February 15, 2010.
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Item 1.02
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Termination of a Material Definitive Agreement.
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The disclosure
required by this item as a result of the termination of Mr. Manuels employment agreement is included in Item 1.01 above and is incorporated herein by reference.
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SECTION 5 CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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The disclosure required by this item is included in Item 1.01 above and is incorporated herein by reference.
SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01
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Financial Statements and Exhibits.
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Exhibit
Number
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Title
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10.1*
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Letter Agreement with Bernard Manuel
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99.1
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Press release dated April 25, 2008.
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*
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Management contract, compensatory plan or arrangement.
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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 hereunto duly authorized.
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CYGNE DESIGNS, INC.
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Date: April 25, 2008
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By:
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/s/ Roy E. Green
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Name:
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Roy E. Green
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Title:
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Chief Financial Officer
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EXHIBIT INDEX
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Exhibit
Number
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Title
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10.1*
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Letter Agreement with Bernard Manuel
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99.1
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Press release dated April 25, 2008.
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*
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Management contract, compensatory plan or arrangement.
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