Restoration Hardware DEFA14A 2007
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 7, 2007
RESTORATION HARDWARE, INC.
(Exact name of registrant as specified in its charter)
Registrants telephone number, including area code: (415) 924-1005
(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):
On December 7, 2007, Restoration Hardware, Inc. (the Company) entered into a confidentiality agreement (the Confidentiality Agreement) with Sears Holdings Corporation (Sears) which allows Sears to have access to non-public information regarding the Company. The Confidentiality Agreement is attached hereto as Exhibit 99.1 and incorporated herein by reference.
On November 8, 2007, Restoration Hardware, Inc., a Delaware corporation (the Company), entered into an Agreement and Plan of Merger (the Merger Agreement) with Home Holdings, LLC, a Delaware limited liability company (Parent), and Home Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub). Parent and Merger Sub are affiliates of Catterton Partners.
In accordance with the Merger Agreement, a committee of independent directors for the Company will solicit proposals for a competing transaction from third parties for a period of 35 days concluding December 13, 2007. The Company expects that Sears will be asked to submit a proposal as part of this process. There is no assurance that the solicitation of proposals will result in an alternative transaction.
There can be no assurance that the Company and Sears will enter into any acquisition agreement or, if such agreement is entered into, what the price or other terms would be in such agreement. There also can be no assurance that any such agreement or any other acquisition agreement entered into by the Company will ultimately result in a transaction.
This Form 8-K contains forward-looking statements that involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Important factors that could cause such differences include, but are not limited to, the impact on the Company of the proposed merger with Catterton Partners and related process of soliciting alternative transactions; the impact on the Company of the uncertainty relating to the pending merger or the possibility of another transaction involving the Company, including potential difficulties in employee retention, disruption in current plans or operations and diversion of managements attention from ongoing business operations; the likelihood of closing the merger transaction with Catterton Partners or a similar transaction with Sears or another party; and other factors detailed in the Companys recent filings with the Securities and Exchange Commission on Forms 10-K, 10-Q and 8-K, including, but not limited to, those described in the Companys Form 10-Q for the quarter ended August 4, 2007, in Part I, Item 2 thereof (Managements Discussion and Analysis of Financial Condition and Results of Operations), in Part I, Item 4 thereof (Controls and Procedures), and in Part II, Item 1A thereof (Risk Factors).
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Information about the Previously Announced Merger and Where to Find It
On November 8, 2007, the Company announced that it had entered into an agreement and plan of merger with Home Holdings, LLC and Home Merger Sub, Inc. Home Holdings, LLC and Home Merger Sub, Inc. are affiliates of Catterton Partners. In connection with the proposed merger, the Company will file a proxy statement with the Securities and Exchange Commission (the SEC). Investors and security holders are strongly advised to read the proxy statement when it becomes available because it will contain important information about the merger and the parties to the merger. Investors and security holders may obtain a free copy of the proxy statement (when available) and other documents filed by the Company at the SEC website at http://www.sec.gov. The proxy statement and other documents also may be obtained for free from the Company by directing such request to Chris Newman, Chief Financial Officer and Secretary, telephone: (415) 945-4530, or on the companys website at http://www.restorationhardware.com.
The Company and its directors, executive officers and other members of its management and employees may be deemed participants in the solicitation of proxies from its stockholders in connection with the proposed merger. Information concerning the interests of the Companys participants in the solicitation, which may, in some cases, be different than those of stockholders generally, is set forth in the Companys proxy statements and Annual Reports on Form 10-K, previously filed with the SEC, and will be set forth in the proxy statement relating to the merger when it becomes available. Each of these documents may be obtained for free at the SEC website at http://www.sec.gov or from the Company by directing such request to Chris Newman, Chief Financial Officer and Secretary, telephone: (415) 945-4530, or on the companys website at http://www.restorationhardware.com.
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.