UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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):  February 3, 2020

Centric Brands Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

 

 

(646) 582‑6000

(Registrant’s Telephone Number, Including Area Code)

N/A

(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):

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a‑12 under the Exchange Act (17 CFR 240.14a‑12)

☐    Pre-commencement communications pursuant to Rule 14d‑2(b) under the Exchange Act (17 CFR 240.14d‑2(b))

☐    Pre-commencement communications pursuant to Rule 13e‑4(c) under the Exchange Act (17 CFR 240.13e‑4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b‑2 of the Securities Exchange Act of 1934 (§240.12b‑2 of this chapter).

 

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 3.02 Unregistered Sales of Equity Securities

 

Effective as of February 3, 2020, Centric Brands Inc. (the “Company”) awarded Laura Ritchey, in connection with her commencement of employment as the Chief Operating Officer (“COO”) of the Company, an inducement grant (the “Inducement Grant”) of 400,000 restricted stock units (the “RSUs”) with respect to the Company’s common stock, $0.10 par value (“Common Stock”). The Inducement Grant was made as an inducement award and was not granted under the Company’s 2016 Stock Incentive Compensation Plan (the “2016 Plan”), but is otherwise subject to same terms and conditions of the 2016 Plan.

 

The issuance of shares in the Inducement Grant was made in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) afforded by Section 4(a)(2) thereof because such issuance does not involve a public offering. The securities contain a restrictive legend advising that the securities may not be offered for sale, sold, transferred or assigned without having first been registered under the Securities Act or pursuant to an exemption from the Securities Act.

 

The Inducement Grant will vest in one-third increments on each of the first three anniversaries of the Effective Date; subject to Ms. Ritchey’s continued employment through the applicable vesting date; provided, if Ms. Ritchey’s employment is terminated by the Company without “cause” (other than due to death or disability) or by her for “good reason”, then any unvested portion of the RSUs will accelerate and become fully vested on the date of termination. Any vested RSUs will be settled through the issuance of Common Stock.  Upon a change in control of the Company, all of Ms. Ritchey’s unvested RSUs will vest immediately.

 

A press release announcing the Inducement Grant was issued by the Company on February 4, 2020, a copy of which is attached hereto as Exhibit 99.1.

 

Item 8.01 Other Events

 

The information set forth in Item 3.02 above is incorporated by reference in this Item 8.01. A press release announcing the Inducement Grant was issued by the Company on February 4, 2020, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits.

 

 

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 thereunto duly authorized.

 

 

Exhibit 99.1

 

 

CENTRIC BRANDS INC. REPORTS INDUCEMENT GRANT TO NEW CHIEF OPERATING OFFICER

 

NEW YORK, NY – February 4, 2020 – Centric Brands Inc. (NASDAQ: CTRC), a leading lifestyle brands collective, granted to Laura Ritchey, as an inducement to accept her appointment as Chief Operating Officer  (“COO”) of the Company, 400,000 restricted stock units (the “RSUs”) with respect to the Company’s common stock, $0.10 par value (“Common Stock”). The grants were made as an inducement award and were not granted under the Company’s 2016 Stock Incentive Compensation Plan (the “2016 Plan”), but are subject to the same terms and conditions as the 2016 Plan.

The RSUs vest in one-third increments on February 3, 2021, February 3, 2022 and February 3, 2023, subject in each case to Ms. Ritchey’s continued employment through the applicable vesting date; provided, if Ms. Ritchey’s employment is terminated by the Company without “cause” (and not due to her death or disability) or by her for “good reason” (each such term as defined in her employment agreement with the Company) then any unvested portion of the RSUs will accelerate and become fully vested on the date of termination.  Any vested RSUs will be settled through the issuance of Common Stock promptly following the applicable vesting date; provided that in the event of the termination of Ms. Ritchey’s employment without cause or for good reason, the settlement will take place on the date that is thirty (30) days following the date of termination.

In the event of a change of control (as such term is defined in the 2016 Plan), any unvested portion of the RSUs shall accelerate and become fully vested on the date of such change of control.

The award was approved by the Compensation Committee of the Board of Directors, subject to Ms. Ritchey’s commencement of employment with the Company on February 3, 2020, as an inducement material to Ms. Ritchey’s entering employment with the Company in accordance with NASDAQ Listing Rule 5635(c)(4).

About Centric Brands
Centric Brands Inc. (the “Company”) is a leading lifestyle brand collective that designs, sources, markets and sells high quality products in the kids, men’s and women’s apparel, accessories, beauty and entertainment segments. The Company’s portfolio includes more than 100 iconic licensed brands, including Calvin Klein®, Tommy Hilfiger®, Nautica®, Spyder® and Under Armour®, in the kid’s category, Joe’s Jeans® Buffalo® Hervé Léger® and BCBG in the men’s and women’s apparel category, Kate Spade®, Michael Kors®, All Saints®, Frye®, Timberland®, Kenneth Cole®, and Jessica Simpson® in the accessories category, and in the entertainment category, Disney®, Marvel®, Nickelodeon and Warner Brothers®, among many others.  The Company’s owned brands include Hudson®, Robert Graham®, Swims® and Avirex®.  The Company’s products are sold primarily in North America through leading mass market retailers, specialty and department stores, and online. Centric Brands has unparalleled expertise in product design, development and sourcing, retail and digital

commerce, marketing and brand building. Headquartered in New York City, with offices in Los Angeles, Greensboro, N.C., Toronto, and Montreal.  More information about Centric Brands please visit https://www.centricbrands.com.