EBHI Holdings, Inc. 8-K 2008
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Eddie Bauer Holdings, Inc.
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Item 1.02 Termination of a Material Definitive Agreement.
Eddie Bauer Holdings, Inc. (the "Company") had a 40% interest in Eddie Bauer GmbH & Co. KG ("Eddie Bauer Germany"), a joint venture established to sell Eddie Bauer merchandise in Germany. Heinrich Heine GmbH and SportScheck GmbH (both former Spiegel affiliates and subsidiaries of Otto GmbH & Co. KG) held the remaining 60% interest in Eddie Bauer Germany. The Company previously received a required one-year notice from its joint venture partners in Eddie Bauer Germany of their decision to terminate the joint venture arrangement, and as a result, the joint venture, together with a companion license arrangement, would have terminated in February 2009. On June 26, 2008, the Company and the other joint venture partners entered into an agreement to transfer their interests in the joint venture to a third party in return for a release of liabilities, effective March 1, 2008. As part of the transfer of the joint venture interest, the Company terminated the prior license agreement and entered into a new licensing arrangement to license use of its tradename and trademarks in Germany, Austria, Switzerland and Liechtenstein to Eddie Bauer Germany for a five-year period in exchange for specified royalties. As a result of the transfer of the joint venture interest, in the second quarter of 2008 the Company recognized a loss of $0.5 million associated with an uncollected receivable from Eddie Bauer Germany.
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.