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) December 10, 1998
DESIGNS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-15898 04-2623104
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
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)
Not Applicable
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
On December 10, 1998, the Board of Directors of Designs, Inc., a
Delaware corporation (the "Company"), approved the formation of a committee
of independent outside directors to consider the Company's strategic
alternatives, including a possible sale of the Company, with a view towards
maximizing stockholder value in the near term. The Board of Directors of
the Company also determined to oppose the consent solicitation initiated by
Jewelcor Management, Inc., a Nevada corporation, and its controlling
shareholder, Seymour Holtzman, for the purpose of removing and replacing
the members of the Company's Board of Directors other than Chairman Stanley
I. Berger. A copy of the press release issued by the Company on December
11, 1998 is attached hereto as Exhibit 99.1.
Also on December 10, 1998, the Board of Directors of the Company
approved certain amendments to the By-laws of the Company. The amendments
to the By-laws are attached hereto as Exhibit 99.2 and are incorporated
herein by reference in its entirety.
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS.
The following exhibits are filed with this Current Report on Form 8-K:
Exhibit
Number Description
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99.1 Press Release of Designs, Inc., dated December 11, 1998.
99.2 Text of amendments to the By-laws of Designs, Inc.
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 hereunder duly authorized.
Dated: December 11, 1998
DESIGNS, INC.
By: /s/ Carolyn R. Faulkner
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Name: Carolyn R. Faulkner
Title: Vice President, Chief Financial
Officer and Treasurer
EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press Release of Designs, Inc., dated December 11, 1998.
99.2 Text of amendments to the By-laws of Designs, Inc.