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MAIDENFORM BRANDS, INC. Form 8-K: Current report

MAIDENFORM BRANDS, INC. Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2013-10-07: Form 8-K; Period of report 2013-10-07; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 1.02.
  • 2013-10-03: Form 8-K; Period of report 2013-10-03; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
  • 2013-08-29: Form 8-K; Period of report 2013-08-28; Description 8.01 Other Events; Details 8.01.
  • 2013-08-07: Form 8-K; Period of report 2013-08-07; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
FiledFormPeriod of reportDescriptionDetailsDocument
2013-10-078-K2013-10-071.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year1.02 On October 7, 2013, in connection with the Merger, as defined in Item 2.01 of this Current Report on Form 8-K, Hanesbrands Inc., on behalf of Maidenform, paid all fees and other amounts outstanding under the Credit Agreement, and Maidenform terminated the Credit Agreement.
2.01 On October 7, 2013, pursuant to the terms of the Agreement and Plan of Merger ( the “Merger Agreement”), dated as of July 23, 2013, among Maidenform, Hanesbrands Inc., a Maryland corporation (“Hanesbrands”), and General Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Hanesbrands (“Merger Subsidiary”), Maidenform was acquired by Hanesbrands through a merger of Merger Subsidiary with and into Maidenform (the “Merger”), with Maidenform surviving the Merger as a wholly owned subsidiary of Hanesbrands (the “Surviving Corporation”).
3.01 On October 7, 2013, in connection with the Merger, Maidenform notified the New York Stock Exchange (the “NYSE”) that the Merger had been completed and requested that trading of the Common Stock on the NYSE be suspended prior to the opening of trading on October 7, 2013.
3.03 The information set forth in Items 2.01, 3.01 and 5.03 is incorporated herein by reference.
5.01 As a result of the Merger, a change of control of Maidenform occurred and Maidenform became a wholly owned subsidiary of Hanesbrands.
5.02 In connection with the Merger, the directors of Merger Subsidiary immediately prior to the Effective Time became the directors of the Surviving Corporation.
5.03 Pursuant to the terms of the Merger Agreement, at the Effective Time, Maidenform’s certificate of incorporation was amended and restated in its entirety and the bylaws of Merger Subsidiary, as in effect immediately prior to the Effective Time, became the bylaws of the Surviving Corporation.
dp41150_8k.htm
2013-10-038-K2013-10-035.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events5.07 A special meeting of stockholders (the “Special Meeting”) of Maidenform Brands, Inc. (“Maidenform”) was held on October 3, 2013.
8.01 On October 3, 2013, Maidenform issued a press release announcing that Maidenform stockholders voted to approve and adopt the Merger Agreement.
dp41084_8k.htm
2013-08-298-K2013-08-288.01 Other Events8.01 On August 28, 2013, Maidenform Brands, Inc. (“Maidenform”) was informed by the Federal Trade Commission that Maidenform has been granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 applicable to Maidenform’s proposed merger with a wholly owned subsidiary of Hanesbrands Inc. Maidenform disseminated a press release on August 28, 2013 announcing the early termination, a copy of which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.dp40399_8k.htm
2013-08-078-K2013-08-072.02 Results of Operations and Financial Condition2.02 On August 7, 2013, Maidenform Brands, Inc. (the “Company”) issued a press release announcing the Company’s financial results for its fiscal second quarter June 29, 2013.v352106_8k.htm
2013-07-248-K2013-07-231.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
5.02 In connection with the approval of the Merger Agreement, on July 23, 2013, the Compensation Committee of the Board of Directors of Maidenform approved the treatment of the outstanding Maidenform equity awards provided under the Merger Agreement and the pro rata target payment of Maidenform annual bonuses for the annual cycle in which the Effective Time occurs.
8.01 On July 24, 2013, Maidenform issued a press release announcing that it had entered into the Merger Agreement.
dp39731_8k.htm
2013-05-178-K2013-05-165.07 Submission of Matters to a Vote of Security Holders5.07 On May 16, 2013, Maidenform Brands, Inc. (the “Company”) held its Annual Meeting of Stockholders.v345555_8k.htm
2013-05-088-K2013-05-082.02 Results of Operations and Financial Condition2.02 On May 8, 2013, Maidenform Brands, Inc. (the “Company”) issued a press release announcing the Company’s financial results for its fiscal first quarter March 30, 2013.v344190_8-k.htm
2013-03-068-K2013-03-062.02 Results of Operations and Financial Condition2.02 On March 6, 2013, Maidenform Brands, Inc. (the “Company”) issued a press release announcing the Company’s financial results for its fiscal year ended December 29, 2012.v337192_8-k.htm
2013-01-258-K2013-01-255.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On January 25, 2013, the Board of Directors (the “Board”) of Maidenform Brands, Inc. (the “Company”) announced the election of Richard Johnson to the Board.v333005_8k.htm
2013-01-158-K2013-01-155.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On January 14, 2013, Maidenform Brands, Inc. (“Maidenform”) announced that Malcolm Robinson, President, will be leaving Maidenform to pursue other opportunities, effective January 28, 2013.v332080_8-k.htm
2012-11-078-K2012-11-072.02 Results of Operations and Financial Condition2.02 On November 7, 2012, Maidenform Brands, Inc. (the “Company”) issued a press release announcing the Company’s financial results for its fiscal third quarter ended September 29, 2012.v327297_8-k.htm
2012-09-288-K2012-09-285.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On September 27, 2012, the Compensation Committee (the “Committee”) of the board of directors of Maidenform Brands, Inc. (the “Company”) approved revisions to the 2012 annual bonus opportunity (the “2012 Bonus Opportunity”) previously established for Company employees participating in the Company’s Annual Performance Bonus Plan (the “Bonus Plan”), including the company’s President, Malcolm Robinson, Executive Vice President, Chief Operating Officer and Chief Financial Officer, Chris Vieth, Senior Vice President, Merchandising and Design Operations, Steven Castellano and Chief Supply Chain Officer, Anthony D'Onofrio (the “Executive Officers”).v324662_8-k.htm
2012-08-088-K2012-08-082.02 Results of Operations and Financial Condition2.02 On August 8, 2012, Maidenform Brands, Inc. (the “Company”) issued a press release announcing the Company’s financial results for its fiscal second quarter ended June 30, 2012.v320607_8k.htm
2012-05-258-K2012-05-255.07 Submission of Matters to a Vote of Security Holders5.07 On May 25, 2012, Maidenform Brands, Inc. (the “Company”) held its Annual Meeting of Stockholders.v314583_8-k.htm
2012-05-098-K2012-05-092.02 Results of Operations and Financial Condition2.02 On May 9, 2012, Maidenform Brands, Inc. (the “Company”) issued a press release announcing the Company’s financial results for its fiscal first quarter ended March 31, 2012.v312323_8k.htm
2012-04-038-K2012-04-021.01 Entry into a Material Definitive Agreement1.01 On June 15, 2007, Maidenform Brands, Inc. (the “Company”) entered into a Credit Agreement, dated as of June 15, 2007 (which was subsequently amended), by and among the Company, Maidenform, Inc., as borrower (the “Borrower”), the financial institutions listed as lenders on the signature pages thereof (the “Lenders”), Bank of America, N.A. (“Bank of America”), as administrative agent, swing line lender and issuing lender, and Caisse de dépôt et placement du Québec (“CDP”), as sole lead arranger (the “Credit Agreement”).v308350_8-k.htm
2012-03-078-K2012-03-072.02 Results of Operations and Financial Condition2.02 On March 7, 2012, Maidenform Brands, Inc. (the “Company”) issued a press release announcing the Company’s financial results for its fiscal fourth quarter and full year ended December 31, 2011.v304922_8k.htm
2011-12-018-K2011-12-015.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On December 1, 2011, the Board of Directors (the “Board”) of Maidenform Brands, Inc. (the “Company”) announced the election of Nomi Ghez to the Board.v242134_8k.htm
2011-11-098-K2011-11-092.02 Results of Operations and Financial Condition2.02 On November 9, 2011, Maidenform Brands, Inc. (the “Company”) issued a press release announcing the Company’s financial results for its fiscal third quarter ended October 1, 2011.v239711_8k.htm
2011-11-088-K2011-11-075.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On November 7, 20011, Maidenform, Inc. (the “Employer”), a wholly owned subsidiary of Maidenform Brands, Inc. (the “Parent”), announced the appointment of Malcolm Robinson, 51, as its President, commencing on November 7, 2011.v239402_8-k.htm
2011-08-108-K2011-08-102.02 Results of Operations and Financial Condition2.02 On August 10, 2011, Maidenform Brands, Inc. (the “Company”) issued a press release announcing the Company’s financial results for its fiscal second quarter ended July 2, 2011.v231423_8k.htm
2011-05-278-K2011-05-265.07 Submission of Matters to a Vote of Security Holders5.07 On May 26, 2011, Maidenform Brands, Inc. (the “Company”) held its Annual Meeting of Stockholders.v224472_8k.htm
2011-05-118-K2011-05-112.02 Results of Operations and Financial Condition2.02 On May 11, 2011, Maidenform Brands, Inc. (the “Company”) issued a press release announcing the Company’s financial results for its fiscal first quarter ended April 2, 2011.v221811_8-k.htm
2011-03-028-K2011-03-022.02 Results of Operations and Financial Condition2.02 On March 2, 2011, Maidenform Brands, Inc. (the “Company”) issued a press release announcing the Company’s financial results for its fiscal fourth quarter and full year ended January 1, 2011.v213149_8-k.htm
2010-11-108-K2010-11-102.02 Results of Operations and Financial Condition2.02 On November 10, 2010, Maidenform Brands, Inc. (the “Company”) issued a press release announcing the Company’s financial results for its fiscal third quarter ended October 2, 2010.v201657_8-k.htm
2010-08-118-K2010-08-112.02 Results of Operations and Financial Condition2.02 On August 11, 2010, Maidenform Brands, Inc. (the “Company”) issued a press release announcing the Company’s financial results for its fiscal second quarter ended July 3, 2010.v193182_8k.htm
2010-06-178-K2010-05-255.07 Submission of Matters to a Vote of Security Holders5.07 On May 25, 2010, Maidenform Brands, Inc. (the “Company”) held its Annual Meeting of Stockholders.v188545_8k.htm
2010-05-118-K2010-05-112.02 Results of Operations and Financial Condition2.02 On May 11, 2010, Maidenform Brands, Inc. (the “Company”) issued a press release announcing the Company’s financial results for its fiscal first quarter ended April 3, 2010.v184229_8-k.htm
2010-03-128-K2010-03-101.01 Entry into a Material Definitive Agreement; 8.01 Other Events1.01 On March 11, 2010, Maidenform Brands, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) among it, Barclays Capital Inc., as sole underwriter for the Offering (the “Underwriter”), and one of its stockholders, Ares Corporate Opportunities Fund, L.P. (“Ares”), an affiliate of Ares Management LLC (the “Selling Stockholder”), relating to a public offering of 3,187,351 shares of the Selling Stockholder’s common stock of the Company, par value $0.01 per share (the “Common Stock”), at a public offering price of $21.00 per share (the “Offering”).
8.01 On March 10, 2010, the Company issued a press release announcing the Offering.
v177093_8-k.htm
2010-03-038-K2010-03-032.02 Results of Operations and Financial Condition2.02 On March 3, 2010, Maidenform Brands, Inc. (the “Company”) issued a press release announcing the Company’s financial results for its fiscal fourth quarter and full year ended January 2, 2010.v176130_8k.htm
2009-11-248-K2009-11-245.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On November 24, 2009, the Board of Directors (the “Board”) of Maidenform Brands, Inc. (the “Company”) announced the election of Bernd Beetz to the Board.v167627_8-k.htm
2009-11-108-K2009-11-102.02 Results of Operations and Financial Condition2.02 On November 10, 2009, Maidenform Brands, Inc. (the “Company”) issued a press release announcing the Company’s financial results for its fiscal third quarter ended October 3, 2009.v165542_8-k.htm
2009-08-128-K2009-08-122.02 Results of Operations and Financial Condition2.02 On August 12, 2009, Maidenform Brands, Inc. (the “Company”) issued a press release announcing the Company’s financial results for its fiscal second quarter ended July 4, 2009.v157253_8-k.htm
2009-06-158-K2009-06-158.01 Other Events8.01 On June 15, 2009, Maurice S. Reznik, Chief Executive Officer of Maidenform Brands, Inc. (the “Company”), informed the Company that he has entered into a written stock trading plan for selling up to 120,000 shares of common stock of the Company.v152384_8-k.htm
2009-05-218-K2009-05-205.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 At the annual meeting of the stockholders of Maidenform Brands, Inc. (the “Company”) held on May 21, 2009 (the “Approval Date”), the Company’s stockholders approved an amendment and restatement of the Maidenform Brands, Inc. 2005 Stock Incentive Plan (the “2005 Stock Incentive Plan”).v150201_8k.htm
2009-05-138-K2009-05-132.02 Results of Operations and Financial Condition2.02 On May 13, 2009, Maidenform Brands, Inc. (the “Company”) issued a press release announcing the Company’s financial results for its fiscal first quarter ended April 4, 2009.v148987_8k.htm
2009-04-228-K2009-04-228.01 Other Events8.01 On April 22, 2009, the Company issued a press release regarding the appointment of Nanci Prado as Executive Vice President, General Counsel and Corporate Secretary and the promotion of Gayle Weibley Wolman from Senior Vice President, Human Resources to Executive Vice President, Human Resources, and John Nelson from Vice President, Controller to Vice President, Chief Accounting Officer.v146903_8-k.htm
2009-04-098-K2009-04-035.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On April 3, 2009, the Board of Directors (the “Board”) of Maidenform Brands, Inc. (the “Company”) approved and adopted an amendment and restatement of the Maidenform Brands, Inc. 2005 Annual Performance Bonus Plan (the “Bonus Plan”), effective as of such date.v145802_8k.htm
2009-04-028-K2009-03-275.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On March 27, 2009 (the “Grant Date”), the Compensation Committee of the Board of Directors of Maidenform Brands, Inc. (the “Company”) approved special grants of restricted stock to Maurice Reznik, the Company’s Chief Executive Officer, and Christopher Vieth, the Company’s Executive Vice President, Chief Operating Officer and Chief Financial Officer.v145175_8k.htm
2009-03-048-K2009-03-042.02 Results of Operations and Financial Condition2.02 On March 4, 2009, Maidenform Brands, Inc. (the “Company”) issued a press release announcing the Company’s financial results for its fiscal fourth quarter and full year ended January 3, 2009.v141851_8k.htm
2009-01-168-K2009-01-165.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On January 16, 2009, Maidenform Brands, Inc. (the “Company”), Maidenform, Inc. (the “Employer”), a wholly owned subsidiary of the Company, and Steven N. Masket, Executive Vice President, General Counsel and Secretary of the Company and the Employer, entered into a Separation Agreement (the “Agreement”).v137311_8k.htm
2009-01-158-K2009-01-152.02 Results of Operations and Financial Condition2.02 On January 15, 2009, Maidenform Brands, Inc. (the “Company”) issued a press release announcing revised sales and earnings guidance for the fiscal year ended January 3, 2009.v137219_8k.htm
2009-01-128-K2009-01-065.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On January 6, 2009, Steven N. Masket notified Maidenform Brands, Inc. (the “Company”) that he will resign as Executive Vice President, General Counsel and Secretary of the Company effective March 6, 2009.v136875_8-k.htm
2009-01-068-K2009-01-055.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On January 5, 2009, Thomas J. Ward retired as Chairman of the Board of Directors of Maidenform Brands, Inc. (the “Company”), effective immediately.v136316_8-k.htm
2008-12-188-K2008-12-125.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officersv134567_8k.htm
2008-11-058-K2008-11-052.02 Results of Operations and Financial Conditionv130623_8-k.htm
2008-10-288-K2008-10-275.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officersv129717_8k.htm
2008-10-148-K2008-10-085.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officersv128632_8k.htm
2008-08-068-K2008-08-062.02 Results of Operations and Financial Conditionv121979_8-k.htm
2008-07-098-K2008-07-081.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officersv119462_8-k.htm
2008-05-278-K2008-05-235.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officersv115774_8k.htm
2008-05-078-K2008-05-062.02 Results of Operations and Financial Conditionv112887_8-k.htm
2008-03-058-K2008-03-042.02 Results of Operations and Financial Conditionv105824_8-k.htm
2008-02-258-K2007-02-195.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officersv104730_8-k.htm
2007-11-078-K2007-11-062.02 Results of Operations and Financial Conditionv092596_8k.htm
2007-08-108-K2007-08-088.01 Other Eventsv084081_8k.htm
2007-08-088-K2007-08-072.02 Results of Operations and Financial Conditionv083331_8k.htm
2007-06-188-K2007-06-181.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registranta07-16829_18k.htm
2007-05-098-K2007-05-082.02 Results of Operations and Financial Conditionv074144_8-k.htm
2007-03-068-K2007-03-052.02 Results of Operations and Financial Conditionv067642_8k.htm
2007-01-298-K2007-01-231.01 Entry into a Material Definitive Agreementv063657_8k.htm
2006-11-228-K2006-11-201.01 Entry into a Material Definitive Agreementv058753_8k.htm
2006-11-218-K2006-11-208.01 Other Eventsv058651_8-k.htm
2006-11-208-K2006-11-208.01 Other Eventsv058608_8-k.htm
2006-11-088-K2006-11-072.02 Results of Operations and Financial Conditionv056701_8k.htm
2006-08-098-K2006-08-082.02 Results of Operations and Financial Conditionv049250_8k.htm
2006-05-098-K2006-05-092.02 Results of Operations and Financial Conditionv042442_8k.htm
2006-04-128-K2006-04-061.01 Entry into a Material Definitive Agreementv040381_8k.htm
2006-04-118-K2006-04-075.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officersv040254_8k.htm
2006-03-078-K2006-03-072.02 Results of Operations and Financial Conditionv037204_8k.htm
2006-02-098-K2006-02-081.01 Entry into a Material Definitive Agreement; 2.02 Results of Operations and Financial Conditionv034920_8k.htm
2005-12-238-K2005-12-195.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officersv032085_8k.htm
2005-11-108-K2005-11-102.02 Results of Operations and Financial Conditionv028786_8-k.htm
2005-08-308-K2005-08-302.02 Results of Operations and Financial Conditionv024937_8k.htm