- Current report filing (8-K)
September 13 2012 - 5:03AM
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):
September 11, 2012
SEQUENTIAL BRANDS GROUP, INC.
(Exact name of registrant as specified in
its charter)
Delaware
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000-16075
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86-0449546
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(State or other jurisdiction
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(Commission File Number)
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(I.R.S. Employer
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of incorporation)
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Identification No.)
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17383 Sunset Boulevard, Suite A310, Pacific
Palisades, CA 90272
(Address of Principal Executive Offices/Zip
Code)
(213) 745-2123
(Registrant’s telephone number, including
area code)
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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Witten communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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Sliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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Pe-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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Pe-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Item 3.03 Material Modification to Rights of Security Holders.
On September 11, 2012, Sequential Brands
Group, Inc. (the “Company”) effected a 1-for-15 reverse stock split of its common stock, effective at 6:00 am eastern
time, by the filing of a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State
of Delaware. Trading of the Company’s common stock on the OTC Markets on a split-adjusted basis began at the open of trading
on September 11, 2012.
As a result of the reverse stock split,
every fifteen shares of the Company’s common stock has been combined into one share of common stock. Immediately after the
September 11, 2012 effective date, the Company will have approximately 2,400,171 shares of common stock issued and outstanding.
Fractional shares resulting from the reverse
stock split will be canceled and the stockholders otherwise entitled to fractional shares will receive a cash payment in an amount
equal to the product obtained by multiplying (i) the closing sale price of the Company’s common stock on September 10, 2012,
which was $0.30 by (ii) the number of shares of the Company’s common stock held by the stockholder that would otherwise have
been exchanged for the fractional share interest.
The Company’s shares will continue
to trade on the OTC Markets under the symbol “SQBG” with the letter “D” appended to the trading symbol
until October 8, 2012 to indicate that the reverse stock split has occurred.
Letters of transmittal are expected to be
sent to stockholders of record shortly after the effective date of the reverse stock split. Additional information about the reverse
stock split is contained in the Company's proxy statement for the Annual Meeting of Stockholders held on June 12, 2012, which was
filed with the Securities and Exchange Commission on May 23, 2012.
On September 10, 2012, the Company issued
a press release announcing the reverse stock split. The foregoing release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1, and is also incorporated herein
by reference.
Item 9.01. Financial
Statements and Exhibits.
The following exhibits are filed herewith:
Exhibit
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3.1
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Certificate of Amendment to the Certificate of Incorporation
of Sequential Brands Group, Inc.
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99.1
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Press Release dated September 10, 2012 announcing Reverse
Stock Split.
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SIGNATURE
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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Sequential Brands Group,
Inc.
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Date: September 12, 2012
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By:
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/s/ Colin
Dyne
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Colin
Dyne
Chief
Executive Officer
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EXHIBIT INDEX
Exhibit
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3.1
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Certificate of Amendment to the Certificate of Incorporation
of Sequential Brands Group, Inc.
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99.1
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Press Release dated September 10, 2012 announcing Reverse
Stock Split.
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