Amended Current Report Filing (8-k/a)
09 May 2013 - 8:03PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
April [19],
2013 (March 28, 2013)
SEQUENTIAL BRANDS GROUP, INC.
(Exact name of registrant as specified in
its charter)
Delaware
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000-16075
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86-0449546
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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1065 Avenue of the Americas, Suite 1705,
New York, NY 10018
(Address of Principal Executive Offices/Zip
Code)
(646) 564-2577
(Registrant’s telephone number, including
area code)
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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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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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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Item 2.01 Completion of Acquisition
or Disposition of Assets
On April 3, 2013, Sequential Brands Group,
Inc. (“Sequential”) filed a Current Report on Form 8-K (the “Original Report”) to report the completion
of its acquisition of B®and Matter, LLC, a Delaware limited liability company (“Brand Matter”) on March 28, 2013,
pursuant to the Purchase Agreement, dated as of March 28, 2013, by and among Sequential, Brand Matter and ETPH Acquisition, LLC,
a Delaware limited liability company. This amendment to the Original Report is being filed to provide financial statements and
pro forma financial statements required by Item 9.01 of Form 8-K. This amendment makes no other amendment to the Original Report.
Item 9.01. Financial Statements and
Exhibits
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(a)
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Financial Statements of Business Acquired
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The audited balance sheets
of Brand Matter as of December 31, 2012 and 2011 and audited statements of income, member’s equity, and cash flows of
Brand Matter for the years ended December 31, 2012 and 2011 and the notes related thereto and the related independent
auditor’s report of Mayer Hoffman McCann CPAs (The New York Practice of Mayer Hoffman McCann P.C.) are filed
as Exhibit 99.1 to this Current Report on Form 8-K/A and are incorporated herein by reference.
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(b)
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Pro Forma Financial Information
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The unaudited pro forma condensed
combined balance sheet as of December 31, 2012 and statement of operations for the year ended December 31, 2012 and the notes thereto
is filed as Exhibit 99.2 to this Current Report on Form 8-K/A and is incorporated herein by reference.
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Exhibit Number
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Description
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23.1
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Consent of Mayer Hoffman McCann CPAs (The New York Practice of Mayer Hoffman McCann P.C.)
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99.1
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Audited financial statements of Brand Matter. LLC as of December 31, 2012 and 2011 and for the
years ended December 31, 2012 and 2011 and the notes related thereto.
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99.2
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Unaudited pro forma condensed combined financial information as of December 31, 2012 and for the
year ended December 31, 2012 and the notes related thereto.
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SIGNATURE
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.
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Sequential Brands Group, Inc.
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Date: May 8, 2013
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By:
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/s/
Gary Klein
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Name:
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Gary Klein
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Title:
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Chief Financial Officer
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EXHIBIT INDEX
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Exhibit Number
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Description
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23.1
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Consent of Mayer Hoffman McCann CPAs (The New York Practice of Mayer Hoffman McCann P.C.)
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99.1
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Audited financial statements of Brand Matter, LLC as of December 31, 2012 and 2011 and for the
years ended December 31, 2012 and 2011 and the notes related thereto.
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99.2
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Unaudited pro forma condensed combined financial information as of December 31, 2012 and for the
year ended December 31, 2012 and the notes related thereto.
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