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): September 3, 2003
THE YANKEE CANDLE COMPANY, INC.
(Exact Name of Registrant as Specified in its Charter)
MASSACHUSETTS
(State or Other Jurisdiction of Incorporation)
002-15023 04 259 1416
(Commission File Number) (IRS Employer Identification No.)
16 YANKEE CANDLE WAY
SOUTH DEERFIELD, MASSACHUSETTS 01373
(Address of Principal Executive Offices) (Zip Code)
(413) 665-8306
(Registrant's telephone number,
including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE
On August 27, 2003, the Securities and Exchange Commission (the
"Commission") declared effective the Registration Statement on Form S-3 (File
No. 333-108079) (the "Registration Statement") filed by The Yankee Candle
Company, Inc. (the "Company"), which permits Forstmann Little & Co. Equity
Partnership-V, L.P. and Forstmann Little & Co. Subordinated Debt and Equity
Management Buyout Partnership-VI, L.P. (the "Selling Stockholders") to sell an
aggregate of 9,317,275 shares of common stock of the Company, par value $0.01
(the "Common Stock"). The prospectus dated August 27, 2003 included in the
Registration Statement is referred to as the "Prospectus."
The Company filed with the Commission on September 4, 2003, pursuant to
Rule 424(b)(3) under the Securities Act, the Prospectus, together with a
supplement to the Prospectus, dated September 3, 2003 (the "Prospectus
Supplement"), relating to the sale by the Selling Stockholders of
9,317,275 shares of Common Stock (the "Shares"). In connection with the filing
of the Prospectus and the Prospectus Supplement with the Commission and the sale
of the Shares, the Company is filing the underwriting agreement relating thereto
as part of this Current Report on Form 8-K as Exhibit 1.1 to the Registration
Statement.
The following table sets forth the expenses expected to be incurred by the
Company in connection with the registration and distribution of the Common Stock
registered pursuant to the Registration Statement. All of the expenses set forth
below, except for the Commission registration fee, are estimated. The Selling
Stockholders will not be responsible for any such expenses.
Amount
------
Securities and Exchange Commission registration fee $ 17,751
Printing and engraving fees and expenses 35,000
Legal fees and expenses 75,000
Accounting fees and expenses 40,000
Miscellaneous expenses 7,249
--------
Total $175,000
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Exhibit No. Description
- ---------- -----------
1.1 Form of Underwriting Agreement by and among The Yankee Candle
Company, Inc., the selling stockholders named therein and the
underwriter named therein.
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.
Date: September 4, 2003 THE YANKEE CANDLE COMPANY, INC.
By: /s/ Robert R. Spellmen
--------------------------------
Robert R. Spellman
Senior Vice President, Finance
and Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
1.1 Form of Underwriting Agreement by and among The Yankee Candle
Company, Inc., the selling stockholders named therein and the
underwriter named therein.