UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 17, 2005
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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11-2928178 |
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(IRS Employer Identification No.) |
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| 5901 South Eastern Avenue, Commerce, California
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90040 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
(323) 837-3700
(Registrant’s Telephone Number, Including Area Code)
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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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)) |
This Amendment No. 1 to the Current Report on Form 8-K (the “Amendment No. 1”) is filed for
the purpose of amending the Current Report on Form 8-K, (the
“Form 8-K”), filed with the Securities
and Exchange Commission (the “Commission”), on May 18, 2005 by Innovo Group Inc. (the “Company”).
This Amendment No. 1 is filed to include disclosure under Items 1.01, 2.01 and 9.01(a) and (b)
related to the sale of certain assets of the Company’s craft and accessory subsidiary completed on
May 17, 2005 and previously reported as part of the Company’s discontinued operations beginning
with its Annual Report on Form 10-K for the fiscal year ended November 27, 2004. This Amendment
No. 1 is being filed due to a further evaluation of the transaction by the Company in response to a
comment letter from the Commission.
ITEM 1.01 Entry into a Material Definitive Agreement
ITEM 2.01 Completion of Acquisition or Disposition of Assets
As previously reported in our Current Report on Form 8-K filed on May 18, 2005, on May 17,
2005, the Company disposed of certain assets of its craft and accessories subsidiary.
On May 17, 2005, the Company and its wholly owned subsidiary, Innovo Inc., (“Innovo”) entered
into a definitive asset purchase agreement (the “Agreement”) with Loew-Cornell, Inc. (“Buyer”) to
sell certain assets, property and goodwill related to the business of licensing, distributing,
marketing, and selling certain craft and accessory products, including, without limitation, tote
bags, aprons, and canvas products (the “Business”) conducted by Innovo.
The Buyer and the Company had no prior material relationship except with respect to the
transaction.
The assets sold pursuant to the Agreement included all inventory held for resale by the
Business as of the closing date, the assigned contracts which consisted of unfulfilled customer
purchaser orders, unfulfilled supplier purchase orders on hand, in
transit or in progress, and other
tangible and intangible assets related to producing the products for the Business (the “Assets”).
The aggregate purchase price for the Assets was $1,650,000 in cash subject to adjustment in the
event that the inventory did not meet certain inventory thresholds after inspection and a holdback
amount. The purchase price was not adjusted and paid in full by the Buyer.
The Agreement contained customary representations and warranties by the Company and Innovo
related to the authority to enter into the Agreement and the transaction, information provided to
Buyer during the course of negotiations related to the Agreement, title to and condition of the
property to be transferred, and information related to the conduct of the Business up to the
closing date. The Agreement also contained certain customary representations and warranties by the
Buyer and indemnification provisions and confidentiality provisions. In addition, the Company
agreed to a non-compete provision whereby the Company would not accept or solicit any competitive
business from a customer, known prospective customer or supplier of Buyer or Buyer’s parent
company, Jarden Corporation, recruit, hire, solicit or otherwise induce any employee or consultant
to terminate employment with Buyer or Buyer’s parent company for a period of five years from the
closing date, or until May 17, 2010.
The preceding description of the Agreement is a summary of its material terms, does not
purport to be complete, and is qualified in its entirety by the copy of the agreement which is
filed herewith as Exhibit 2.1. Exhibit 2.1 is incorporated herein by reference.
ITEM 9.01 Financial Statements and Exhibits
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Not applicable. |
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Pro Forma Financial Information. |
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