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) July 26, 2017
Naked
Brand Group Inc.
(Exact name of registrant
as specified in its charter)
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Nevada
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001-37662
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99-0369814
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(State or other
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(Commission
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(IRS Employer
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jurisdiction
of incorporation)
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File Number)
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Identification No.)
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10
th
Floor – 95 Madison Avenue, New York, NY 10016
(Address
of principal executive offices) (Zip Code)
Registrant’s telephone number, including
area code
212.851.8050
N/A
(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):
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x
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2). Emerging growth company
¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
¨
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Item 1.01
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Entry into a Material Definitive Agreement.
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On July 26, 2017, Naked Brand Group Inc.
(“Naked”) entered into Amendment No. 1 (the “Amendment”) to Agreement and Plan of Reorganization, dated
May 25, 2017 (the “Merger Agreement”), by and among Bendon Limited, a New Zealand limited company (“Bendon”),
Bendon Group Holdings Limited, an Australia limited company (“Holdco”), Naked Merger Sub Inc., a Nevada corporation
and a wholly owned subsidiary of Holdco, and, solely for the purposes of Sections 2.28 and 5.18(b) of the Merger Agreement, Bendon
Investments Ltd., a New Zealand company and the owner of a majority of the outstanding shares of Bendon.
The Amendment provides
that, among other things, the date on which Holdco shall file the registration statement on Form F-4 (the “Registration Statement”)
in connection with the transactions has been extended to August 25, 2017, and Bendon has agreed to pay certain public company operating
expenses of Naked not to exceed $130,000 per month for the months of September and October 2017.
The foregoing description
of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment attached hereto
as Exhibit 2.1, which is incorporated by reference herein.
On July 27, 2017, Naked
and Bendon issued a joint press release announcing, among other things, Bendon’s entering into an agreement to acquire full
ownership of FOH Online Corp., the exclusive licensee of the Frederick’s of Hollywood global online license, and the execution
of the Amendment (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
The information in Item
7.01 of this Current Report on Form 8-K, including the information contained in Exhibit 99.1, shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities under that Section. The information in Item 7.01 of this Current Report shall not be incorporated by reference
into any filing or other document pursuant to the Securities Act of 1933 or the Exchange Act except as shall be expressly set forth
by specific reference in such filing or document.
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Item 9.01
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Financial Statements and Exhibits.
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Exhibit No.
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Description
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2.1
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Amendment No. 1 to Agreement and Plan of Reorganization, dated July 26, 2017.
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99.1
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Press Release, dated July 27, 2017.*
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*Furnished herewith.
Additional Information and Where to Find It
Naked and Holdco intend to file relevant
materials with the SEC, including the Registration Statement to be filed by Holdco that will include a proxy statement of Naked
that also constitutes a prospectus of Holdco and a definitive proxy statement/prospectus. The proxy statement/prospectus will be
mailed to stockholders of Naked as of a record date to be established for voting on the proposed Merger. Such documents are not
currently available. Before making any voting or investment decision with respect to the Merger, investors and security holders
are urged to read the proxy statement/prospectus and other relevant materials that will be filed with the SEC carefully and in
their entirety when they become available because they will contain important information about Naked, Bendon and Holdco and the
proposed Merger. Investors and security holders will be able to obtain free copies of the proxy statement/prospectus and other
relevant materials containing important information about Naked, Bendon and Holdco once such documents are filed with the SEC,
through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Naked or Holdco
when and if available, can be obtained free of charge on Naked’s website under the Investor Relations section at http://www.nakedbrands.com
or by directing a written request to Naked Brand Group Inc., 10th Floor – 95 Madison Avenue, New York, NY 10016, Attention:
Investor Relations; and/or on Bendon’s website at www.bendongroup.com or by directing a written request to Bendon Limited,
8 Airpark Drive, Airport Oaks, Auckland 2022, New Zealand or by emailing lucy.martyn@bendon.com.
Participants in the Solicitation
This is not a solicitation of a proxy from
any investor or security holder. Naked and its directors and executive officers, under SEC rules, may be deemed to be participants
in the solicitation of proxies of Naked’s stockholders in connection with the proposed Merger. Investors and security holders
may obtain more detailed information regarding the names and interests in the proposed Merger of Naked’s directors and officers
in Naked’s filings with the SEC. Additional information regarding the directors and executive officers of Naked is also included
in Naked’s Annual Report on Form 10-K for the year ended January 31, 2017. Information regarding the persons who may, under
SEC rules, be deemed participants in the solicitation of proxies to Naked’s shareholders in connection with the proposed
Merger will be set forth in the proxy statement/prospectus for the proposed Merger when available. This document will be available
free of charge at the SEC’s web site (www.sec.gov) and from Naked’s Investor Relations department at the address described
above.
No Offer or Solicitation
This Current Report on Form 8-K shall neither
constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in
any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction.
Forward-Looking Statements
Certain statements either contained in
or incorporated by reference into this Current Report on Form 8-K, other than purely historical information, including estimates,
projections and statements relating to Naked’s or Bendon’s business plans, objectives and expected operating results,
and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements,
other than statements of historical facts, included in or incorporated by reference into this communication regarding strategy,
future operations, future transactions, future financial position, future revenue, projected expenses, prospects, plans and objectives
of management are forward-looking statements. Examples of such statements include, but are not limited to, statements: express
or implied regarding future financial performance, the effects of Naked’s and Bendon’s business models, the effects
of the of the proposed business combination, the transactions contemplated thereby or any other actions to be taken in connection
therewith; Naked’s continued listing on the NASDAQ Capital Market until closing of the proposed business combination; Holdco’s
anticipated listing on the NASDAQ Capital Market or the NYSE in connection with the closing of the proposed business combination;
expectations regarding the capitalization, resources and ownership structure of Holdco; the adequacy of Holdco’s capital
to support its future operations; Naked’s and Bendon’s plans, objectives, expectations and intentions; the nature,
strategy and focus of the combined company; Bendon’s acquisition of the Frederick’s of Hollywood licenses and potential
benefits of the Frederick’s of Hollywood global online licenses; the timing of the filing of the proxy statement/prospectus
and completion of the proposed business combination; the executive and board structure of Holdco; and expectations regarding voting
by Naked’s stockholders. Naked, Bendon and/or Holdco may not actually achieve the plans, carry out the intentions or meet
the expectations disclosed in the forward-looking statements and you should not place undue reliance on these forward-looking statements.
Such statements are based on management’s current expectations and involve risks and uncertainties. Actual results and performance
could differ materially from those projected in the forward-looking statements as a result of many factors, including, without
limitation, risks and uncertainties associated with stockholder approval of and the ability to consummate the proposed business
combination through the process being conducted by Naked, Holdco and Bendon, the ability of Naked, Holdco and Bendon to consummate
the transaction contemplated by the Merger Agreement, the risk that one or more of the conditions to closing contained in the Merger
Agreement may not be satisfied, including, without limitation, the effectiveness of the registration statement to be filed with
the SEC or the listing of Holdco’s ordinary shares on the NASDAQ Capital Market or the NYSE, the lack of a public market
for ordinary shares of Holdco and the possibility that a market for such shares may not develop, the ability to project future
cash utilization and reserves needed for contingent future liabilities and business operations, the availability of sufficient
resources of the combined company to meet its business objectives and operational requirements, the ability to realize the expected
synergies or savings from the proposed business combination in the amounts or in the timeframe anticipated, the risk that competing
offers or acquisition proposals will be made, the ability to integrate Naked’s and Bendon’s businesses in a timely
and cost-efficient manner, the inherent uncertainty associated with financial projections, and the potential impact of the announcement
or closing of the proposed business combination on customer, supplier, employee and other relationships. Naked disclaims any intent
or obligation to update these forward-looking statements to reflect events or circumstances that exist after the date on which
they were made.
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.
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NAKED BRAND GROUP INC.
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By:
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/s/ Carole Hochman
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Carole Hochman
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Chief Executive Officer
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Date: July 27, 2017
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EXHIBIT INDEX
Exhibit No.
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Description
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2.1
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Amendment No. 1 to Agreement and Plan of Reorganization, dated July 26, 2017.
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99.1
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Press Release, dated July 27, 2017.*
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* Furnished herewith.
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