Current Report Filing (8-k)
October 02 2020 - 4:23PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 23, 2020
RTW RETAILWINDS,
INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
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1-32315
(Commission File Number)
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33-1031445
(IRS Employer Identification No.)
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330 West 34th Street
9th Floor
New York, New York 10001
(Address of principal executive offices, including Zip Code)
(212) 884-2000
(Registrant’s telephone number, including area code)
Not Applicable
(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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.001 per share
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RTWIQ
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OTC Pink
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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 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
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. o
Item 7.01 Regulation FD Disclosure.
On July 13, 2020, RTW Retailwinds, Inc.
(together with its subsidiaries, the “Company”) filed voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (“Chapter 11”) in the United States Bankruptcy Court for the District of New Jersey (the “Bankruptcy Court”).
The Company has requested joint administration of its Chapter 11 cases under the caption In re: RTW Retailwinds, Inc., et. al.,
Case No. 20-18445.
On September 23, 2020, the Company filed
with the Bankruptcy Court its monthly operating report for the period beginning August 2, 2020 and ending August 29, 2020 (the
“Monthly Operating Report”). The Monthly Operating Report is attached hereto as Exhibit 99.1 and is incorporated herein
by reference. This Current Report on Form 8-K (including the exhibit hereto) (this “Form 8-K”) will not be deemed an
admission as to the materiality of any information disclosed herein. The Monthly Operating Report and other documents filed with
the Bankruptcy Court are available for inspection at https://cases.primeclerk.com/rtwretailwinds. Documents and other information
available on such website are not part of this Form 8-K and are not deemed to be incorporated by reference in this Form 8-K.
The information, including Exhibit 99.1
hereto, the Company furnished under Item 7.01 of this report is not deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Registration statements
or other documents filed with the Securities and Exchange Commission shall not incorporate this information by reference, except
as otherwise expressly stated in such filing.
Cautionary
Statement Regarding the Monthly Operating Report
The Company cautions
investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report, which
was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company.
The Monthly Operating Report is limited in scope, covers a limited time period and has been prepared solely for the purpose of
complying with the monthly reporting requirements of the Bankruptcy Court. The Monthly Operating Report was not audited or reviewed
by independent accountants, was not prepared in accordance with generally accepted accounting principles, is in a format prescribed
by applicable bankruptcy laws or rules, and is subject to future adjustment and reconciliation. There can be no assurance that,
from the perspective of an investor or potential investor in the Company’s securities, the Monthly Operating Report is complete.
Results set forth in the Monthly Operating Report should not be viewed as indicative of future results.
As reported in
a Form 12b-25 filed by the Company on July 29, 2020, following the commencement of the Company’s Chapter 11 cases,
the Company has been unable to continue filing the periodic reports required by Section 13(a) under the Exchange Act without unreasonable
effort and expense due to the time and effort management has devoted to the bankruptcy process. Accordingly, the Company did not
file a Quarterly Report on Form 10-Q for the fiscal quarter ended May 2, 2020, nor does it intend to file any other reports on
Forms 10-Q or 10-K for subsequent periods. Instead, the Company plans to file Current Reports on Form 8-K containing (i) the disclosure
of material events in its Chapter 11 cases and any other information required by the instructions to Form 8-K; and (ii) as exhibits,
the monthly operating reports and any other documents that include unaudited financial information that are filed by the Company
with the Bankruptcy Court.
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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RTW RETAILWINDS, INC.
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/s/ Sheamus Toal
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Date: October 2, 2020
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Name:
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Sheamus Toal
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Title:
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Chief Executive Officer and
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Chief Financial Officer
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