Current Report Filing (8-k)
February 04 2020 - 05:28PM
Edgar (US Regulatory)
TIFFANY & CO false 0000098246
0000098246 2020-02-04 2020-02-04
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: February 4, 2020
TIFFANY &
CO.
(Exact name of Registrant as specified in its charter)
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Delaware
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1-9494
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13-3228013
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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200 Fifth Avenue, New York, NY 10010
(Address of principle executive offices and zip code)
Registrant’s telephone number, including area code: (212)
755-8000
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of 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)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbols(s)
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Name of each exchange
on which registered
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Common Stock, par value $0.01 per share
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TIF
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New York Stock Exchange
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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 ☐
Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
On February 4, 2020, Registrant held a special meeting of
stockholders (the “Special
Meeting”). The purpose of the Special Meeting was for its
stockholders to consider and vote on the proposals identified in
Registrant’s definitive proxy statement on Schedule 14A, filed with
the U.S. Securities and Exchange Commission (the “SEC”) on January 6, 2020
(the “Definitive Proxy
Statement”). The Definitive Proxy Statement was filed in
connection with the previously announced Agreement and Plan of
Merger, dated as of November 24, 2019, as it may be amended
from time to time (the “Merger Agreement”), by and among
Registrant, LVMH Moët Hennessy-Louis Vuitton SE, a societas Europaea (European company)
organized under the laws of France (“Parent”),
Breakfast Holdings Acquisition Corp., a Delaware corporation and an
indirect wholly owned subsidiary of Parent (“Holding”), and Breakfast
Acquisition Corp., a Delaware corporation and a direct wholly owned
subsidiary of Holding (“Merger Sub”). Pursuant to the
Merger Agreement, Merger Sub will be merged with and into
Registrant (the “Merger”), with Registrant
continuing as the surviving corporation in the Merger and an
indirect wholly owned subsidiary of Parent.
As of the close of business on January 2, 2020, the record
date for the Special Meeting, there were 121,131,634 shares of
Registrant’s common stock issued and outstanding. At the Special
Meeting, a total of 87,064,412 shares of Registrant’s common stock,
representing approximately 71.9% of its common stock issued and
outstanding, were present in person or by proxy, constituting a
quorum to conduct business.
At the Special Meeting, Registrant’s stockholders considered and
voted upon the proposals described below, each of which is further
described in the Definitive Proxy Statement. The final voting
results for each proposal are set forth below.
Proposal One. Adoption of the Merger Agreement (the “Merger Proposal”):
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Number
of Shares
Voted For
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Number of
Shares Voted
Against
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Number of
Shares
Abstaining
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Number of
Broker
Non-Votes
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86,312,721
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626,310
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125,381
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Proposal Two. Approval, by non-binding, advisory vote, of certain
compensation arrangements for Registrant’s named executive officers
in connection with the Merger:
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Number
of Shares
Voted For
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Number of
Shares Voted
Against
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Number of
Shares
Abstaining
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Number of
Broker
Non-Votes
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80,583,523
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5,840,598
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640,291
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Proposal Three. Adjournment or postponement of the Special Meeting,
if necessary or appropriate, to solicit additional proxies if there
are not sufficient votes to approve the Merger Proposal:
Because there were sufficient votes at the Special Meeting to
approve the Merger Proposal, Registrant’s stockholders were not
asked to vote with respect to this third proposal at the Special
Meeting.
HSR
The completion of the Merger is subject, among other conditions, to
the expiration or termination of the waiting period applicable to
the Merger pursuant to the requirements of the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 (as amended, and all rules and
regulations promulgated thereunder, collectively, the “HSR Act”).
As previously disclosed in the Definitive Proxy Statement, on
January 3, 2020, Registrant filed the notification and report form
required pursuant to the HSR Act in connection with the Merger. On
February 3, 2020, the waiting period under the HSR Act in
connection with the Merger expired. The Merger remains subject to
satisfaction or waiver of the remaining customary closing
conditions, including the receipt of other required regulatory
approvals.
News Release
On February 4, 2020, Registrant issued a news release
announcing the results of the stockholder vote at the Special
Meeting and the expiration of the HSR Act waiting period. A copy of
the news release is filed as Exhibit 99.1 to this Current Report on
Form 8-K and incorporated
herein by reference.
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
Forward-Looking Statements
Certain statements in this communication including, without
limitation, statements relating to the proposed acquisition, may
constitute “forward-looking statements” within the meaning of
Section 27A of the Securities Act of 1933, Section 21E of the
Securities Exchange Act of 1934 and the Private Securities
Litigation Reform Act of 1995, each as amended. Forward-looking
statements by their nature address matters that are, to different
degrees, uncertain, such as statements about the consummation of
the proposed acquisition and the anticipated benefits thereof.
Forward-looking statements provide current expectations of future
events and include any statement that does not directly relate to
any historical or current fact. Words such as “anticipates,”
“believes,” “expects,” “intends,” “plans,” “projects,” or other
similar expressions may identify such forward-looking
statements.
These and other forward-looking statements are not guarantees of
future results and are subject to risks, uncertainties and
assumptions that could cause actual results to differ materially
from those discussed in forward-looking statements, including, as a
result of factors, risks and uncertainties over which we have no
control. The inclusion of such statements should not be regarded as
a representation that any plans, estimates or expectations will be
achieved. You should not place undue reliance on such statements.
Important factors, risks and uncertainties that could cause actual
results to differ materially from such plans, estimates or
expectations include, but are not limited to, the following: (i)
conditions to the completion of the proposed acquisition may not be
satisfied or the regulatory approvals required for the proposed
acquisition may not be obtained, in each case, on the terms
expected or on the anticipated schedule, which contemplates closing
of the acquisition in the middle of 2020; (ii) the occurrence of
any event, change or other circumstance that could give rise to the
termination of the Merger Agreement or affect the ability of the
parties to recognize the benefits of the proposed acquisition;
(iii) the effect of the announcement or pendency of the proposed
acquisition on Registrant’s business relationships, operating
results, and business generally; (iv) risks that the proposed
acquisition disrupts Registrant’s current plans and operations and
potential difficulties in Registrant’s employee retention as a
result of the proposed acquisition; (v) risks that the proposed
acquisition may divert management’s attention from Registrant’s
ongoing business operations; (vi) potential litigation that may be
instituted against Registrant or its directors or officers related
to the proposed acquisition or the Merger Agreement and any adverse
outcome of any such potential litigation; (vii) the amount of the
costs, fees, expenses and other charges related to the proposed
acquisition, including in the event of any unexpected delays;
(viii) other risks to consummation of the proposed acquisition,
including the risk that the proposed acquisition will not be
consummated within the expected time period, or at all, which may
affect Registrant’s business and the price of the common stock of
Registrant; (ix) any adverse effects on Registrant by other general
industry, economic, business and/or competitive factors; and (x)
such other factors as are set forth in Registrant’s periodic public
filings with the SEC, including but not limited to those described
under the headings “Risk Factors” and “Forward Looking Statements”
in its Form 10-K for the fiscal year ended January 31, 2019 and its
Form 10-Q for the quarterly period ended October 31, 2019, the
Definitive Proxy Statement, and in its other filings made with the
SEC from time to time, which are available via the SEC’s website at
www.sec.gov. Consequences of material differences in results as
compared with those anticipated in the forward-looking statements
could include, among other things, business disruption, operational
problems, financial loss, legal liability to third parties and
similar risks, any of which could have a material adverse effect on
Registrant’s financial condition, results of operations, credit
rating, liquidity or stock price. In addition, there can be no
assurance that the proposed acquisition will be completed, or if it
is completed, that it will close in the middle of 2020, as
anticipated, or that the expected benefits of the proposed
acquisition will be realized.
Forward-looking statements reflect the views and assumptions of
management as of the date of this communication with respect to
future events. Registrant does not undertake, and hereby disclaims,
any obligation, unless required to do so by applicable securities
laws, to update any forward-looking statements as a result of new
information, future events or other factors. The inclusion of any
statement in this communication does not constitute an admission by
Registrant or any other person that the events or circumstances
described in such statement are material.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
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TIFFANY &
CO.
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(Registrant)
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By:
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/s/ Leigh M. Harlan
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Leigh M. Harlan
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Senior Vice President, Secretary and General Counsel
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Date: February 4, 2020
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