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): May 20, 2005
REEBOK INTERNATIONAL LTD.
(Exact name of registrant as specified in its charter)
MASSACHUSETTS |
| 1-9340 |
| 04-2678061 |
(State or other jurisdiction of |
| (Commission |
| (IRS Employer |
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1895 J.W. FOSTER BOULEVARD, CANTON, MA |
| 02021 | ||
(Address of principal executive offices) |
| (Zip Code) |
Registrant’s telephone number, including area code (781) 401-5000.
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 1.01 Entry into a Material Definitive Agreement
In connection with entering into the Stock Purchase Agreement with Polo Ralph Lauren Corporation described in Item 8.01 below, Reebok entered into an agreement with Terry Pillow, President and Chief Executive Officer of Ralph Lauren Footwear Co., Inc., dated May 20, 2005, which formalized the previously announced financial pledge originally granted on November 11, 2004. Pursuant to the agreement, if Mr. Pillow’s employment is terminated within twenty-four (24) months following a change of control of Ralph Lauren Footwear Co., Inc., Mr. Pillow will receive a lump sum payment equal to $1,312,500. In addition, Mr. Pillow would be able to participate in his then-current accident, life, and health insurance benefits for an additional twenty-four (24) months or, in the alternative, to receive a lump sum payment sufficient for him to secure comparable benefits.
Item 8.01 Other Events
On May 23, 2005 Reebok announced it had entered into an agreement to sell its indirectly wholly-owned subsidiary, Ralph Lauren Footwear Co., Inc., to Polo Ralph Lauren Corporation pursuant to a Stock Purchase Agreement dated May 20, 2005. A copy of the press release is filed herewith.
Item 9.01 Financial Statements and Exhibits
This 8-K is filed for the purposes of furnishing the exhibit set forth in Exhibit 99.1 attached hereto and is incorporated herein by reference.
(c) Exhibits
99.1 May 23, 2005 Press Release
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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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May 23, 2005 | By: | /s/ Kenneth Watchmaker |
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| Name: | Kenneth Watchmaker |
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| Title: | Executive Vice President and |
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| Chief Financial Officer |
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