SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): August 18, 1998
CANDIE'S, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-10593 11-2481903
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
2975 Westchester Avenue, Purchase, New York 10577
(Address of principal executive officer) (zip code)
Registrant's telephone number,
including area code (914) 694-8600
(Former name or former address, if changed since the last Report)
Item 2. Acquisition or Disposition of Assets.
On August 18, 1998 (the "Effective Time"), the Registrant completed the
acquisition of New Retail Concepts, Inc. ("NRC") pursuant to the provisions of
the previously reported Agreement and Plan of Merger dated as of April 6, 1998,
as amended (the "Merger Agreement") between the Registrant and NRC. In
accordance with the terms of the merger (the "Merger") pursuant to which NRC
merged with and into the Registrant, the holders of the common stock, $.01 par
value (the "NRC Common Stock"), of NRC became entitled to receive 0.405 shares
of the common stock, $.001 par value (the "Candie's Common Stock"), of the
Registrant for each share of NRC Common Stock owned immediately prior to the
Merger and the holders of options to purchase shares of NRC Common Stock became
entitled to receive options to purchase 0.405 shares of Candie's Common Stock
for each option to purchase one (1) share of NRC Common Stock owned immediately
prior to the Merger.
The description of the Merger Agreement is qualified in its entirety by
reference to the copy of the Merger Agreement which is incorporated as an
exhibit to this current Report on Form 8-K and which is incorporated herein by
reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial statements of business acquired.
The financial statements of NRC filed as part of this Current Report on
Form 8-K are listed in the attached Index to Financial Statements.
(b) Pro forma financial information.
The pro forma financial information filed as part of this Current Report on
Form 8-K are listed in the attached Index to Exhibits.
(c) Exhibits.
The exhibits filed as part of this Current Report on Form 8-K are listed in
the attached Index to Exhibits.
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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.
CANDIE'S, INC.
By /s/ David Golden
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David Golden
Senior Vice President, Chief
Financial Officer
Dated: as of August 18, 1998
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INDEX TO FINANCIAL STATEMENTS
Financial Statements of NRC:
Report of Independent Certified Public Accountants (Incorporated by reference to
page F-24 of the Joint Proxy Statement/Prospectus dated July 2, 1998
constituting a part of Registrant's Registration Statement on Form S-4 No.
333-52729).
Balance Sheet as of March 31, 1998 (Incorporated by reference to pages F-25 and
F-26 of the Joint Proxy Statement/Prospectus dated July 2, 1998 constituting a
part of Registrant's Registration Statement on Form S-4 No. 333-52729).
Statement of Operations for the years ended March 31, 1998 and 1997
(Incorporated by reference to page F-27 of the Joint Proxy Statement/Prospectus
dated July 2, 1998 constituting a part of Registrant's Registration Statement on
Form S-4 No. 333-52729).
Statements of Stockholders' Equity for the years ended March 31, 1998 and 1997
(Incorporated by reference to page F-28 of the Joint Proxy Statement/Prospectus
dated July 2, 1998 constituting a part of Registrant's Registration Statement on
Form S-4 No. 333-52729).
Statements of Cash Flows for the years ended March 31, 1998 and 1997
(Incorporated by reference to page F-29 of the Joint Proxy Statement/Prospectus
dated July 2, 1998 constituting a part of Registrant's Registration Statement on
Form S-4 No. 333-52729).
Notes to Financial Statements (Incorporated by reference to pages F-30 through
F-42 of the Joint Proxy Statement/Prospectus dated July 2, 1998 constituting a
part of Registrant's Registration Statement on Form S-4 No. 333-52729).
Unaudited Pro Forma Combined Condensed Financial Information:
Introductory material following the caption "Unaudited Pro Forma Condensed
Combined Financial Information" (Incorporated by reference to page 93 of the
Joint Proxy Statement/Prospectus dated July 2, 1998 constituting a part of
Registrant's Registration Statement on Form S-4 No. 333-52729).
Unaudited Pro Forma Condensed Combined Balance Sheet as of April 30, 1998 and
March 31, 1998 (Incorporated by reference to page 94 of the Joint Proxy
Statement/Prospectus dated July 2, 1998 constituting a part of Registrant's
Registration Statement on Form S-4 No. 333-52729).
Unaudited Pro Forma Condensed Combined Statement of Income for the years ended
January 31, 1998 and March 31, 1998 (Incorporated by reference to page 95 of the
Joint Proxy Statement/Prospectus
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dated July 2, 1998 constituting a part of Registrant's Registration Statement on
Form S-4 No. 333-52729).
Unaudited Pro Forma Condensed Combined Statement of Income for the three months
ended April 30, 1998 and March 31, 1998 (incorporated by reference to page 96 of
the Joint Proxy Statement/Prospectus dated July 2, 1998 constituting a part of
Registrant's Registration Statement on Form S-4 No. 333-52729).
Notes to Unaudited Pro Forma Condensed Combined Financial Information
(Incorporated by reference to page 97 of the Joint Proxy Statement/Prospectus
dated July 2, 1998 constituting a part of Registrant's Registration Statement on
Form S-4 No. 333-52729).
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INDEX TO EXHIBITS
Exhibit Description
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2(a) - Agreement and Plan of Merger dated as of
April 6, 1998, as amended, between the
Registrant and New Retail Concepts, Inc.
(Incorporated by reference to Annex A to
the Joint Proxy Statement/Prospectus
dated July 2, 1998 constituting a part
of Registrant's Registration Statement
on Form S-4 No. 333-52729).
23 - Consent of Grant Thornton LLP.
99 - Pages F-24 through F-42 and pages 93
through 97 of the Joint Proxy
Statement/Prospectus dated July 2, 1998
constituting a part of Registrant's
Registration Statement on Form S-4 No.
333-52729.
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