Naked Brand Group Inc. (NASDAQ:NAKD) Files An 8-K Results of Operations and Financial Condition
Item 2.02.
|
Results of Operations and Financial Condition. |
On April 26, 2017, Naked Brand Group Inc. (the Company) issued a
press release reporting its financial results for the fourth
quarter and the fiscal year ended January 31, 2017. A copy of the
press release is attached hereto as Exhibit99.1.
The information in Item 2.02 of this Current Report on Form 8-K
and the Press Release attached hereto as Exhibit 99.1 shall not
be deemed filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, nor shall it be deemed
incorporated by reference in any filing under the Securities Act
of 1933, as amended, except as shall be expressly set forth by
specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d)Exhibits.
| Exhibit No. | Description |
|
99.1 |
Press Release, dated April 27, 2017* |
*Furnished herewith
Additional Information and Where to Find It
This Current Report on Form 8-K shall not constitute an offer to
sell or the solicitation of 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 such, solicitation or
sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. This Current
Report on Form 8-K does not constitute the solicitation of any
vote or approval. The proposed Business Combination will be
submitted to the stockholders of the Company for their
consideration. In connection therewith, the NewCo, Bendon and the
Company intend to file relevant materials with the Securities and
Exchange Commission (SEC), including a Registration Statement on
Form F-4 to be filed by NewCo that will include a proxy statement
of Naked that also constitutes a prospectus of NewCo and a
definitive proxy statement/prospectus (when they become
available) will be sent to Naked stockholders. Such documents are
not currently available. Before making any voting or investment
decision with respect to the Business Combination, investors and
security holders of the Company are urged to read the definitive
proxy statement/prospectus and the other relevant materials filed
or to be filed with the SEC carefully and in their entirety when
they become available because they will contain important
information about NewCo, the Company, Bendon and the proposed
Business Combination. The definitive proxy statement/prospectus
and other relevant materials (when they become available), and
any other documents filed by NewCo or the Company with the SEC,
may be obtained free of charge at the SEC web site at
www.sec.gov. In addition, investors and security holders of the
Company may obtain free copies of the documents filed with the
SEC by the Company by directing a written request to: Naked Brand
Group Inc., 95 Madison Avenue, 10th Floor, New York, New York
10016, Attention: Investor Relations.
Participants in the Solicitation
Naked and its directors, executive officers and certain other
members of management and employees may be deemed to be
participants in the solicitation of proxies from the stockholders
of Naked in connection with the proposed Business Combination.
Information regarding the participants in the proxy solicitation
of the stockholders of Naked and a description of their direct
and indirect interests, by security holdings or otherwise, will
be contained in the definitive proxy statement/prospectus
regarding the proposed Business Combination and other relevant
materials to be filed with the SEC by Naked when they become
available. Additional information regarding the directors and
executive officers of Naked is also included in Nakeds Annual
Report on Form 10-K for the year ended January 31, 2017. This
document is available free of charge at the SECs web site
(www.sec.gov) and from Investor Relations at Naked at the address
described above.
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 the Companys or Bendons 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 Current Report 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;
the structure, timing and completion of the proposed Business
Combination; , the transactions contemplated thereby or any other
actions to be taken in connection therewith; the Companys
continued listing on the NASDAQ Capital Market until closing of
the proposed Business Combination; the Companys continued
compliance with the minimum shareholders equity requirements at
the time of the Companys next periodic report; NewCos anticipated
listing on the NASDAQ Capital Market in connection with the
closing of the proposed Business Combination; expectations
regarding the capitalization, resources and ownership structure
of the combined company; the adequacy of the combined companys
capital to support its future operations; the Companys and
Bendons plans, objectives, expectations and intentions; the
nature, strategy and focus of the combined company; the executive
and board structure of the combined company; and expectations
regarding voting by the Companys stockholders. The Company and/or
Bendon 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 managements 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 the Company, NewCo and Bendon, the
ability of the Company, NewCo and Bendon to enter into a
definitive agreement and consummate such transaction, the risk
that one or more of the conditions to closing of the Business
Combination may not be satisfied, including, without limitation,
the effectiveness of the registration statement to be filed with
the SEC or the listing of NewCos ordinary shares on the NASDAQ
Capital Market, the lack of a public market for ordinary shares
of NewCo 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
Nakeds and Bendons 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. The Company 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.
About Naked Brand Group Inc. (NASDAQ:NAKD)
Naked Brand Group Inc. is an apparel and lifestyle brand company. The Company is focused on innerwear products for women and men. The Company designs, manufactures and sells men’s and women’s underwear, intimate apparel, loungewear and sleepwear under Naked brand name. The Company sells its products through retail partners and direct to consumer through its online retail store www.wearnaked.com. The Company offers a range of innerwear products for men, including boxer briefs, trunks, briefs, undershirts, t-shirts, lounge pants, lounge shorts and robes. Its primary men’s collections include Luxury, Active and Essential. Its women’s collections include a range of products, such as boyshorts, hipsters, lounge pants and tops, camisoles, tank tops, pajamas, chemises and sleepshirts. The Company also makes French Terry robes, as well as Double Gauze woven cotton sleepwear. Naked Brand Group Inc. (NASDAQ:NAKD) Recent Trading Information
Naked Brand Group Inc. (NASDAQ:NAKD) closed its last trading session down -0.08 at 1.95 with shares trading hands.