Current Report Filing (8-k)
08 November 2017 - 12:19AM
Edgar (US Regulatory)
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) November 7, 2017
Naked Brand Group Inc.
(Exact name of registrant as specified in
its charter)
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Nevada
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001-37662
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99-0369814
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(State or other
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(Commission
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(IRS Employer
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jurisdiction
of incorporation)
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File Number)
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Identification No.)
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180 Madison Avenue, Suite 1505, New
York, New York, 10016
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including
area code
212.851.8050
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):
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x
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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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¨
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2). Emerging growth company
¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
¨
Item 7.01 Regulation
FD.
On November 7, 2017,
Naked Brand Group, Inc. (“Naked”), Bendon Limited (‘Bendon”) and Bendon Group Holdings Limited (“Holdco”)
jointly issued a press release announcing that Holdco confidentially submitted its response to comments from the Securities and
Exchange Commission (“SEC”) regarding the confidentially filed draft registration statement on Form F-4 related to
the previously announced business combination between the parties. A copy of the press release is attached hereto as Exhibit 99.1
and incorporated herein by reference.
The information in Item
7.01 of this Current Report on Form 8-K, including the information contained in Exhibit 99.1, shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities under that Section. The information in Item 7.01 of this Current Report shall not be incorporated by reference
into any filing or other document pursuant to the Securities Act of 1933 or the Exchange Act except as shall be expressly set forth
by specific reference in such filing or document.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
*Furnished herewith.
Additional Information and Where to Find It
As permitted by the Jumpstart Our Business
Startups Act of 2012, or JOBS Act, Holdco has confidentially submitted a draft registration statement on Form F-4 (the “Registration
Statement”) to the SEC, which includes the related preliminary proxy statement/prospectus, that is both the proxy statement
to be distributed to holders of the Naked’s common stock in connection with the solicitation by Naked of proxies for the
vote by the stockholders on the business combination. The proxy statement/prospectus will be mailed to stockholders of Naked as
of a record date to be established for voting on the proposed business combination. Such documents are not currently available.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE BUSINESS COMBINATION, INVESTORS AND SECURITY HOLDERS ARE URGED
TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT MATERIALS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT NAKED, BENDON AND HOLDCO AND THE PROPOSED BUSINESS
COMBINATION.. Stockholders will also be able to obtain copies of the Registration Statement which includes the proxy statement/prospectus
and other relevant materials containing important information about Naked, Bendon and Holdco, without charge, once publicly filed
and available, at the SEC's Internet site at http://www.sec.gov or by directing a request to: Naked Brand Group Inc., 180 Madison
Avenue, Suite 1505, New York, New York, 10016, Attention: Investor Relations; and/or on Bendon’s website at www.bendongroup.com
or by directing a written request to Bendon Limited, 8 Airpark Drive, Airport Oaks, Auckland 2022, New Zealand or by emailing lucy.martyn@bendon.com.
Participants in the Solicitation
This is not a solicitation of a proxy from
any investor or security holder. Naked and its directors and executive officers, under SEC rules, may be deemed to be participants
in the solicitation of proxies of Naked’s stockholders in connection with the proposed Merger. Investors and security holders
may obtain more detailed information regarding the names and interests in the proposed Merger of Naked’s directors and officers
in Naked’s filings with the SEC. Additional information regarding the directors and executive officers of Naked is also included
in Naked’s Annual Report on Form 10-K for the year ended January 31, 2017. Information regarding the persons who may, under
SEC rules, be deemed participants in the solicitation of proxies to Naked’s shareholders in connection with the proposed
Merger will be set forth in the proxy statement/prospectus for the proposed Merger when available. This document will be available
free of charge at the SEC’s web site (www.sec.gov) and from Naked’s Investor Relations department at the address described
above.
No Offer or Solicitation
This Current Report on Form 8-K shall neither
constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in
any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction.
SIGNATURES
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.
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NAKED BRAND GROUP INC.
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By:
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/s/ Carole Hochman
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Carole Hochman
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Chief Executive Officer
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Date: November 7, 2017
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