Current Report Filing (8-k)
February 27 2013 - 6:56AM
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) February
27, 2013
K-SWISS INC.
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(Exact name of registrant as specified in its charter)
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Delaware
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0-18490
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95-4265988
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(State or other jurisdiction of incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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31248 Oak Crest Drive, Westlake Village, CA
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91361
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(Address of principal executive offices)
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(Zip
code)
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818-706-5100
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(Registrant’s telephone number, including area code)
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N/A
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(Former name or former address, if changed since last report)
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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 2.02. Results of Operations and Financial Condition.
On February 27, 2013, K-Swiss Inc. (the “Company”) issued a press
release announcing its results of operations and financial condition for
the three and twelve months ended December 31, 2012. A copy of the
Company’s press release is attached as Exhibit 99.1 to this report and
is incorporated herein by this reference.
The information in this Current Report on Form 8-K, including Exhibit
99.1 hereto, is being furnished under Item 2.02 “Results of Operations
and Financial Condition.” Such information shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, (the “Exchange Act”) or otherwise subject to the liabilities of
that Section, and shall not be deemed incorporated by reference in any
filing, registration statement or other document filed under the
Exchange Act or the Securities Act of 1933, as amended, except as shall
be expressly set forth by specific reference in such filing.
Additional Information about the Proposed Merger and Where to Find It
In connection with the proposed merger by and among, the Company, E-Land
World Limited and Ian Acquisition Sub, Inc., the Company plans to file
with the Securities and Exchange Commission (the “SEC”) and furnish to
its stockholders a proxy statement. BEFORE MAKING ANY VOTING DECISION,
STOCKHOLDERS OF K-SWISS INC. ARE URGED TO READ THE PROXY STATEMENT AND
OTHER PROXY MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER AND RELATED
MATTERS. Stockholders will be able to obtain free copies of the proxy
statement and other documents filed with the SEC by the Company through
the website maintained by the SEC at www.sec.gov, at the Company’s
website at http://www.kswiss.com/customer/page/investors and from
the Company by directing a written request to K-Swiss Inc., 31248 Oak
Crest Drive, Westlake Village, CA 91361, Attention: Investor Relations.
The Company and its executive officers and directors may be deemed to be
participants in the solicitation of proxies from the stockholders of the
Company in connection with the proposed merger. Information about the
interests of these executive officers and directors in the proposed
merger will be included in the proxy statement described
above. Additional information regarding these directors and executive
officers is also included in the Company’s 10-K, which was filed with
the SEC on February 27, 2013. This document is available free of charge
at the SEC’s website at www.sec.gov and from the Company by contacting
Investor Relations at the address set forth above.
Item 9.01. Financial Statements and Exhibits.
(d)
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Exhibits.
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Exhibit Number
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Description of Exhibit
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99.1
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Press Release issued February 27, 2013.
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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 thereunto duly authorized.
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K-Swiss Inc.
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Date:
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February 27, 2013
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By:
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/s/ GEORGE POWLICK
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George Powlick,
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Vice President of Finance, Chief Administrative Officer, Chief
Financial Officer and Secretary
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EXHIBIT INDEX
Exhibit
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Description
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99.1
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Press Release issued February 27, 2013.
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