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): March 23, 2005
ST. JOHN KNITS INTERNATIONAL, INCORPORATED
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(Exact name of registrant as specified in its charter)
Delaware 333-73107 52-2303510
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(State or other jurisdiction of Commission (IRS Employer
incorporation) File Number) Identification No.)
17622 Armstrong Avenue, Irvine, CA 92614
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (949) 863-1171
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(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):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13.e-4(c))
Item 8.01 Other Events.
On February 15, 2005, St. John Knits International, Incorporated
("SJKI") announced that it would seek to redeem its 12.5% Senior Subordinated
Notes due 2009 (the "Senior Subordinated Notes"). On March 23, 2005, SJKI
delivered its notice of redemption to the holders of the Senior Subordinated
Notes to redeem the notes in full on April 25, 2005 at a redemption price of
106.250% of the principal amount thereof plus accrued and unpaid interest up to
but not including the redemption date. Attached as Exhibit 99.1 is a copy of
the notice of redemption.
Following the redemption of the Senior Subordinated Notes, SJKI will
no longer file with the Securities and Exchange Commission the reports
required to be filed under Section 15(d) of the Securities Exchange Act of
1934, as amended. Accordingly, it is expected that SJKI's common stock will
cease to be eligible for quotation on the OTC Bulletin Board.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
99.1 Notice of Redemption to the Holders of the Senior
Subordinated Notes.
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.
ST. JOHN KNITS INTERNATIONAL, INCORPORATED
(Registrant)
Date: March 23, 2005 /s/ Roger G. Ruppert
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Roger G. Ruppert
Executive Vice President, Finance and
Chief Financial
Officer
EXHIBIT INDEX
Exhibit No. Exhibit
99.1 Notice of Redemption to the Holders of the Senior
Subordinated Notes.