aa_8k.htm
 

 
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): June 17, 2009
 
 
American Apparel, Inc.
(Exact Name of Registrant as Specified in Charter)
 
 
     
Delaware
001-32697
20-3200601
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
 
   
747 Warehouse Street, Los Angeles, CA
90021-1106
(Address of Principal Executive Offices)
(Zip Code)
 
Registrant’s telephone number, including area code: (213) 488-0226
 
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 (see General Instruction A.2. below):
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 
 
 
 
 
Item 1.01  Entry into a Material Definitive Agreement.

On June 17, 2009, American Apparel, Inc. (the “Company”) and Lion/Hollywood L.L.C. (“Lion”) entered into an amendment (the “Amendment”) to that certain Investment Agreement, dated as of March 13, 2009, as amended as of April 10, 2009 (the “Investment Agreement”), by and between the Company and Lion (as successor by assignment to Lion Capital (Guernsey) II Limited).

As previously disclosed, pursuant to the Investment Agreement, Lion has the right to designate up to two persons to the Company’s Board of Directors (the “Board”) and a nonvoting board observer (or, if the Company increases the Board size to 12, Lion has the right to designate up to three persons to the Board and no board observer), subject to maintaining certain minimum ownership thresholds of shares of the Company’s common stock.  As a result of the recently announced postponement of the Company’s annual meeting of stockholders, the Company and Lion have agreed to extend the deadline for the Company to cause Lion’s director nominees to be appointed or elected to the Board to not later than the earlier of (1) the first annual meeting of stockholders of the Company to occur following March 13, 2009 and (2) September 30, 2009 (formerly, June 30, 2009).  If, as of September 30, 2009 (formerly, June 30, 2009), Lion’s two director designees have not been elected or appointed as directors of the Company, the Company has agreed to take all action necessary (including adopting an amendment to its bylaws) to increase the size of the Board to 12 directors and appoint Lion’s three director designees to the Board effective on or before September 30, 2009.  Until the election or appointment of Lion’s director nominees to the Board, each of Lion’s director nominees shall continue to have the right to act as a nonvoting board observer.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed herewith as Exhibit 10.1 and incorporated herein by this reference.

Item 9.01  Financial Statements and Exhibits.

(d)           Exhibits.

   
   
10.1
Second Amendment and Agreement, dated as of June 17, 2009, by and between American Apparel, Inc. and Lion/Hollywood L.L.C.
 

 
 
 
 
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.
 


     
 
AMERICAN APPAREL, INC.
   
   
   
Dated: June 19, 2009
By:
/s/ Adrian Kowalewski
   
Name: Adrian Kowalewski
   
Title:   Chief Financial Officer


 
 
 
EXHIBIT INDEX

Exhibit No.
 
Description
 
   
10.1
Second Amendment and Agreement, dated as of June 17, 2009, by and between American Apparel, Inc. and Lion/Hollywood L.L.C.