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): January 18, 2013
| FIFTH & PACIFIC COMPANIES, INC. |
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| (Exact name of registrant as specified in its charter) |
|
Delaware |
| 1-10689 |
| 13-2842791 |
(State or other jurisdiction of |
| (Commission File Number) |
| (IRS Employer |
1441 Broadway, New York, New York |
| 10018 |
(Address of principal executive offices) |
| (Zip Code) |
Registrant’s telephone number, including area code: (212) 354-4900
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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:
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.
Fifth & Pacific Companies, Inc. (the “Company”) is filing this Form 8-K to reflect certain changes described below with respect to the financial information contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 (the “2011 Form 10-K”), which was filed with the United States Securities and Exchange Commission on February 29, 2012 under the Company’s former name, Liz Claiborne, Inc. The information in this Form 8-K is not an amendment to or restatement of the 2011 Form 10-K.
The Company is filing a Registration Statement on Form S-4 relating to an exchange offer for its outstanding $372.0 million aggregate principal amount of 10.5% Senior Secured Notes due 2019 (the “Senior Notes”). The Company is including in this Form 8-K supplemental condensed consolidating financial information in accordance with Rule 3-10 of Regulation S-X regarding certain of the Company’s subsidiaries that guarantee the Senior Notes.
The supplemental condensed consolidating financial information for the years included in the Company’s 2011 Form 10-K is provided in Note 23 of Notes to Consolidated Financial Statements, which is attached hereto as Exhibit 99.1.
Item 8 in the Company’s 2011 Form 10-K has been updated to reflect the previously announced corporate name change from Liz Claiborne, Inc., effective May 14, 2012.
In addition, Item 8 in the 2011 Form 10-K has been updated to reflect the retrospective application of new accounting guidance on the presentation of comprehensive income in financial statements, which was adopted on January 1, 2012, the first day of the Company’s 2012 fiscal year. This guidance requires, among other things, that the Company disclose the total of comprehensive income (loss), the components of net income (loss) and the components of other comprehensive income (loss), either in (i) a single continuous statement of comprehensive income (loss) or (ii) as two separate but consecutive statements.
All other information in the 2011 Form 10-K remains unchanged. This Form 8-K does not modify or update the disclosures therein in any way, nor does it reflect any subsequent information or events, other than (i) the corporate name change; (ii) the change in the presentation of the Consolidated Statements of Comprehensive Loss and the change in the Consolidated Statements of Retained Earnings, Comprehensive Loss and Changes in Capital Accounts; and (iii) to provide supplemental condensed consolidating financial information, as described above. Without limitation of the foregoing, this filing does not purport to update Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the 2011 Form 10-K for any information, uncertainties, transactions, risks, events or trends occurring, or known to management. The information in this Form 8-K should be read in conjunction with the 2011 Form 10-K.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit No. |
| Description |
23 |
| Consent of Independent Registered Public Accounting Firm. |
99.1 |
| Item 8 – Financial Statements and Supplementary Data for the fiscal years ended December 31, 2011, January 1, 2011 and January 2, 2010 and Schedule II – Valuation and Qualifying Accounts. |
101.INS* |
| XBRL Instance Document. |
101.SCH* |
| XBRL Taxonomy Extension Schema Document. |
101.CAL* |
| XBRL Taxonomy Extension Calculation Linkbase Document. |
101.DEF* |
| XBRL Taxonomy Extension Definition Linkbase Document. |
101.LAB* |
| XBRL Taxonomy Extension Label Linkbase Document. |
101.PRE* |
| Taxonomy Extension Presentation Linkbase Document. |
* | Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing, are deemed not filed for purposes of Section 18 of the Exchange Act, and otherwise are not subject to liability under those sections. |
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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| FIFTH & PACIFIC COMPANIES, INC. |
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Date: January 18, 2013 | By: | /s/ George M. Carrara |
| Name: | George M. Carrara |
| Title: | Chief Financial Officer |
EXHIBIT LISTING
Exhibit No. |
| Description |
23 |
| Consent of Independent Registered Public Accounting Firm. |
99.1 |
| Item 8 – Financial Statements and Supplementary Data for the fiscal years ended December 31, 2011, January 1, 2011 and January 2, 2010 and Schedule II – Valuation and Qualifying Accounts. |
101.INS* |
| XBRL Instance Document. |
101.SCH* |
| XBRL Taxonomy Extension Schema Document. |
101.CAL* |
| XBRL Taxonomy Extension Calculation Linkbase Document. |
101.DEF* |
| XBRL Taxonomy Extension Definition Linkbase Document. |
101.LAB* |
| XBRL Taxonomy Extension Label Linkbase Document. |
101.PRE* |
| Taxonomy Extension Presentation Linkbase Document. |
