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
July 7, 1999
(Date of earliest event reported)
DESIGNS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 0-15898 04-2623104
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
66 B Street, Needham, Massachusetts 02494
(Address of principal executive offices, including zip code)
(781) 444-7222
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS.
On July 7, 1999, Designs, Inc. (the "Company") amended (the "Third
Amendment") the Company's Shareholder Rights Agreement dated as of May 1,
1995 and amended by a First Amendment dated as of October 6, 1997 and a
Second Amendment dated as of May 19, 1999 (the "Rights Agreement").
Hereinafter, "Rights Agreement" shall include both the Third Amendment and
the Rights Agreement.
The Third Amendment amends the definition of "Acquiring Person" in
connection with the proposal (the "Proposal") by Jewelcor Management, Inc.
("Jewelcor") to explore the purchase of all of the issued and outstanding
capital stock of the Company. The Third Amendment prevents the Rights from
being triggered or distributed as a result of (i) Stanley I . Berger and
Jewelcor through its officers acting in concert to take actions through
August 1, 1999 reasonably necessary or appropriate to seek consent from
Levi Strauss & Co. to the assignment, sublicense or transfer of the
Company's rights and obligations under the Amended and Restated Trademark
License Agreement made as of October 31, 1998, by and between the Company
and Levi Strauss & Co., to Jewelcor or its affiliates and (ii) upon the
satisfaction by Jewelcor of certain conditions, Jewelcor through its
officers communicating with the five Persons (other than Jewelcor or any of
its Affiliates or Associates) who as of the most recent practicable date
prior to the satisfaction of the conditions have the largest percentage
Beneficial Ownership interest in the Common Stock solely for the purpose of
ascertaining their interest in participating as an equity investor in
Jewelcor's proposed acquisition of the Company as contemplated by the
Proposal (provided, that the Third Amendment will not permit Jewelcor or
any of its Affiliates or Associates to enter into any binding agreement or
arrangement with any of such holders of Common Stock in respect of the
Company or their investment therein without triggering the Rights unless
prior thereto Jewelcor shall have given the Company an opportunity to
review the terms of such agreement or arrangement and the Company shall
have given its written consent thereto, which consent shall not be
unreasonably withheld, it being understood that the Company will not
consent to any such agreement or arrangement between or among Jewelcor (or
its Affiliates or Associates) and any such holders of Common Stock unless
such agreements or arrangements are entered into contemporaneously with an
agreement between Jewelcor (or any Affiliate thereof) and the Company
providing for an acquisition of the Company at not less than $3.65 per
share of Common Stock in cash). None of Mr. Berger or Jewelcor or its
officers, individually or collectively, will be deemed to be an "Acquiring
Person" as a result of such actions.
The Third Amendment also (i) prevents a distribution of the Rights
upon the commencement of, or the acquisition by any Person of shares of
Common Stock pursuant to, an all-cash tender offer for any and all
outstanding shares of Common Stock at a price of not less than $3.65 per
share, provided, that the Person making such tender offer shall have
irrevocably committed to effect a second-step merger pursuant to which all
outstanding shares of Common Stock not purchased by such Person in the
tender offer will be converted into and exchanged for the same per share
cash consideration paid in the tender offer (any such tender offer, a
"Qualifying Offer"); (ii) prevents a Subscription Right from being
distributed following an acquisition of shares of Common Stock made on or
prior to November 7, 1999 pursuant to a Qualifying Offer; and (iii)
prevents a transaction from causing the distribution of a Merger Right if
(a) such transaction is consummated with a Person or Persons, or a wholly
owned subsidiary of any such Person or Persons, who acquired shares of
Common Stock on or prior to November 7, 1999 pursuant to a Qualifying
Offer, (b) the price per share of Common Stock offered in such transaction
is not less than the price per share of Common Stock paid to all holders of
shares of Common Stock whose shares were purchased pursuant to such
Qualifying Offer and (c) the form of consideration being offered to the
remaining holders of shares of Common Stock pursuant to such transaction is
the same as the form of consideration paid pursuant to such Qualifying
Offer. Upon consummation of any such transaction, all Rights shall expire.
The foregoing description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights
Agreement and the Third Amendment.
A description of the Preferred Stock Purchase Rights is incorporated
herein by reference to the Company's Amendment to Registration Statement on
Form 8-A/A filed with the Securities and Exchange Commission as of October
10, 1997.
ITEM 7. EXHIBITS.
Exhibit 4.1 Third Amendment dated as of July 7, 1999 to Shareholder
Rights Agreement dated as of May 1, 1995, amended as of
October 6, 1997 and as of May 19, 1999, by and between
Designs, Inc. and BankBoston, N.A. (formerly known as The
First National Bank of Boston, N.A.) as Rights Agent.
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.
DESIGNS, INC.
/s/ Joel H. Reichman
-----------------------------
Name: Joel H. Reichman
Title: President and Chief Executive
Officer
Dated: July 13, 1999