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:
October 9, 1997
DESIGNS, INC.
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(Exact Name of registrant as specified in its charter)
Delaware 0-15898 04-2623104
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
66 B Street, Needham, Massachusetts 02194
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(Address of principal executive offices) (Zip Code)
(781) 444-7222
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(Registrant's telephone number, including area code)
Item 5. Other Events
On October 6, 1997, the Board of Directors of Designs, Inc. (the
"Company") approved an amendment (the "First Amendment") to the
Company's Shareholder Rights Agreement dated May 1, 1995 (the "1995
Agreement"). The 1995 Agreement, as amended by the First Amendment,
is hereinafter referred to as the "Rights Agreement." The following
description of the terms of the First Amendment and the Rights
Agreement does not purport to be complete and is qualified in it
entirety by reference to the First Amendment (which accompanies this
Current Report as an exhibit hereto) and the 1995 Agreement (which was
previously filed with the Securities and Exchange Commission on May
19, 1995 as Exhibit 4.1 to the Company's Current Report on Form 8-K dated
as of May 1, 1995).
The purpose of the First Amendment is to amend the definition of
an "Acquiring Person." The definition of such term now allows a
person who is and continues to be permitted to file a Schedule 13G, in
lieu of Schedule 13D, pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and the rules and regulations
promulgated thereunder, to be the beneficial owner of less than 20% of
the shares of the Company's Common Stock, $0.01 par value ("Common
Stock"), then outstanding without becoming an "Acquiring Person."
A person who is so permitted to file a Schedule 13G, in lieu of a
Schedule 13D, is hereinafter referred to as a "Schedule 13G Filer."
Pursuant to the terms of the Rights Agreement, the Company
distributed one Preferred Stock Purchase Right (a "Right") for each
outstanding share of Common Stock to stockholders of record as of the
close of business on May 15, 1995 (the "Record Date"). Each Right
entitles the registered holder to purchase from the Company a unit
consisting of on one-thousandth of a share (a "Unit") of Series A
Junior Participating Cumulative Preferred Stock, par value $0.01 per
share, at a cash exercise price of $56.00 per Unit, subject to
adjustment.
The Company previously disclosed that the Rights, initially, are
not exercisable and are attached to all shares of Common Stock
outstanding as of, and issued subsequent to, the Record Date. The
Rights will separate from shares of Common Stock and will become
exercisable upon the earliest of: (i) the close of business on the
tenth business day following the first public announcement that a
person or group of affiliated or associated persons has acquired
beneficial ownership of 15% (or, in the case of a person who is a
Schedule 13G Filer, 20%) or more of the outstanding shares of Common
Stock, (ii) the close of business on the tenth business day (or such
other business day as the Board of Directors may determine) following
the commencement of a tender offer or exchange offer that would result
upon its consummation in a person or group becoming the beneficial
owner of 15% or more of the outstanding shares of Common Stock, or
(iii) the determination by the Board of Directors that any person is
an "Adverse Person" (as defined in the Rights Agreement).
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
Exhibit 4.1 First Amendment, dated as of October 6, 1997,
to Shareholder Rights Agreement dated as of May 1,
1995, between Designs, Inc. and BankBoston, N.A.,
as Rights Agent, successor to The First National
Bank of Boston, N.A.
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 hereunto duly authorized.
DESIGNS, INC.
Date: October 9, 1997 By: /s/ Joel H. Reichman
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Joel H. Reichman, President
and Chief Executive Officer