Volcom 8-K 2011
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
June 2, 2011
(Date of Earliest Event Reported)
(Exact Name of Registrant as Specified in its Charter)
1740 Monrovia Avenue
Costa Mesa, California 92627
(Address of Principal Executive Offices) (Zip Code)
(Registrants Telephone Number, Including Area Code)
(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:
As previously disclosed, on May 4, 2011, a putative class action lawsuit captioned Greenwood v. Volcom, Inc., et al. was filed in the Superior Court of the State of California, County of Orange, and on May 13, 2011, a putative class action lawsuit captioned Graff v. Volcom Inc., et al., was filed in the Delaware Court of Chancery (together, the Merger Litigation). The Merger Litigation relates to the Agreement and Plan of Merger, dated as of May 2, 2011 (the Merger Agreement), by and among Volcom, Inc., a Delaware corporation (the Company), PPR S.A., a société anonyme à conseil dadministration (a corporation with a board of directors) organized under the laws of France (PPR), and Transfer Holding, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of PPR (Purchaser). The complaint filed with respect to the Merger Litigation names as defendants the members of the Board of Directors of the Company, as well as the Company, PPR and Purchaser.
On June 2, 2011, solely to avoid the costs, risks and uncertainties inherent in litigation, the Company and the other named defendants in the Merger Litigation signed a memorandum of understanding (the MOU) regarding a proposed settlement of all claims asserted therein. This MOU provides, among other things, that the parties will seek to enter into a stipulation of settlement which provides for the release of all asserted claims. The asserted claims will not be released until such stipulation of settlement is approved by the court. There can be no assurance that the parties will ultimately enter into a stipulation of settlement or that the court will approve such settlement even if the parties were to enter into such stipulation. Additionally, as part of the MOU, the Company has agreed to make certain additional disclosures related to the proposed merger, which are set forth below. Finally, in connection with the proposed settlement, plaintiffs intend to seek, and the defendants have agreed to pay, an award of attorneys fees and expenses in an amount to be determined by the Delaware Court of Chancery. This payment will not affect the amount to be paid to Company stockholders pursuant to the terms of the Merger Agreement.
The additional disclosures in this Current Report on Form 8-K supplement the disclosure contained in the Schedule 14D-9 filed by the Company with the Securities Exchange Commission (SEC) on May 11, 2011 and mailed to the Companys stockholders on or about May 11, 2011 (as amended, the Schedule 14D-9), and should be read in conjunction with the disclosures contained in the Schedule 14D-9. Nothing in this Current Report on Form 8-K, the MOU or any stipulation of settlement shall be deemed an admission of the legal necessity or materiality of any of the disclosures set forth herein. Capitalized terms used herein, but not otherwise defined, shall have the meanings ascribed to such terms in the Schedule 14D-9.
The following additional disclosures supplement the existing disclosures contained under the caption Background of the Offer beginning on page 10 of the Schedule 14D-9:
The following additional disclosures supplement the existing disclosures contained under the caption Certain Financial Forecasts beginning on page 21 of the Schedule 14D-9:
The following additional disclosures supplement the existing disclosures contained under the caption Opinion of Wells Fargo Securities beginning on page 24 of the Schedule 14D-9:
Important Additional Information
This filing and the attached exhibits are neither an offer to purchase nor a solicitation of an offer to sell shares of the Company. The tender offer for the shares of the Company has not commenced. Stockholders of the Company are urged to read the relevant tender offer documents when they become available because they will contain important information that stockholders should consider before making any decision regarding the tender of their shares. At the time the offer is commenced, PPR and Purchaser will file tender offer materials with the U.S. Securities and Exchange Commission (the SEC) and the Company will file a Solicitation/Recommendation Statement with respect to the offer. The tender offer materials (including an Offer to Purchase, a related Letter of Transmittal and certain other offer documents) and the Solicitation/Recommendation Statement will contain important information, which should be read carefully before any decision is made with respect to the tender offer. The Offer to Purchase, the related Letter of Transmittal and certain other offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all stockholders of the Company at no expense to them. The tender offer materials and the Solicitation/Recommendation Statement will be made available for free at the SECs web site at www.sec.gov. Free copies of Offer to Purchase and related Letter of Transmittal will also be available from PPR.
Except for the historical information presented herein, matters discussed herein may constitute forward-looking statements that are subject to a number of risks and uncertainties that could cause actual results to differ materially from any future results, performance or achievements expressed or implied by such statements. Statements that are not historical facts, including statements preceded by, followed by or that include the words future, anticipate, potential, believe, may, could, would, might, possible, will, should, expect or other terms of similar meaning, are forward-looking statements. Investors and security holders are cautioned not to place undue reliance on these forward-looking statements. Risks and uncertainties that could cause results to differ from expectations include: uncertainties as to the timing of the tender offer and merger; uncertainties as to how many Company stockholders will tender their shares in the offer; the risk that competing offers will be made; the possibility that various closing conditions for the transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; the effects of disruption from the transaction making it more difficult to maintain relationships with employees, customers, vendors, other business partners or governmental entities; other business effects, including effects of industry, economic or political conditions outside of the Companys control; transaction costs; as well as risks discussed from time to time in the Companys public disclosure filings with the SEC, including its most recent Annual Report on Form 10-K and in its subsequently filed SEC reports, as well as the tender offer documents to be filed by PPR and the Solicitation/Recommendation Statement to be filed by the Company in connection with the tender offer. The information contained in this report is as of June 2, 2011. The Company disclaims any intent or obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as required by law.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.