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): October 19, 2011
COLDWATER CREEK INC.
(Exact name of registrant as specified in its charter)
Delaware (State or Other Jurisdiction of |
| 000-21915 (Commission File Number) |
| 82-0419266 (I.R.S. Employer |
One Coldwater Creek Drive, Sandpoint, Idaho |
| 83864 |
(Address of principal executive offices) |
| (Zip Code) |
(208) 263-2266
(Registrant’s telephone number,
including area code)
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):
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))
Item 8.01 | Other Events. |
On October 19, 2011, Coldwater Creek Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Piper Jaffray & Co. (the “Underwriter”) relating to the public offering of 26,500,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at a public offering price of $0.85 per share. The offering is scheduled to close on October 24, 2011, subject to customary closing conditions. The Company has granted the Underwriter an option, exercisable within 30 days from the date of the Underwriting Agreement, to purchase up to 3,975,000 additional shares of Common Stock to cover over-allotments, if any. The offering is being made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-174449) previously filed with the Securities and Exchange Commission. The Underwriting Agreement is filed as Exhibit 1.1 hereto and is incorporated by reference herein. The description of the Underwriting Agreement in this report is a summary and is qualified in its entirety by the terms of the Underwriting Agreement.
On October 19, 2011 the Company issued a press release announcing the pricing of the public offering. A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated by reference herein.
Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
Exhibit No. |
| Description | |
|
|
|
|
| 1.1 |
| Underwriting Agreement dated October 19, 2011. |
| 5.1 |
| Opinion of Pillsbury Winthrop Shaw Pittman LLP. |
| 23.1 |
| Consent of Pillsbury Winthrop Shaw Pittman LLP (included in Exhibit 5.1). |
| 99.1 |
| Press release dated October 19, 2011. |
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.
Dated: October 19, 2011
| COLDWATER CREEK INC. |
|
|
|
|
| /s/ John E. Hayes III |
| John E. Hayes III |
| General Counsel and Senior Vice President-Human Resources |