Current Report Filing (8-k)
2020年6月2日 - 5:58AM
Edgar (US Regulatory)
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): June 1, 2020
RTW RETAILWINDS,
INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
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1-32315
(Commission File Number)
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33-1031445
(IRS Employer Identification No.)
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330 West 34th Street
9th Floor
New York, New York 10001
(Address of principal executive offices, including Zip Code)
(212) 884-2000
(Registrant’s telephone number, including area code)
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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, par value $0.001 per share
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RTW
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New
York Stock Exchange
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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 (§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 o
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. o
Item 8.01 Other Events.
RTW
Retailwinds, Inc. (the “Company”) will be relying on the Securities and Exchange Commission’s order (Release
No. 34-88318) under Section 36 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) granting exemptions
from specified provisions of the Exchange Act and certain rules thereunder, as amended by Release No. 34-88465 issued on March
25, 2020, to delay the filing of its Quarterly Report on Form 10-Q for the quarter ended May 2, 2020 (the “Report”),
as well as to delay the filing of the information omitted from the Company’s Annual Report on Form 10-K for the year ended
February 1, 2020 pursuant to General Instruction G(3) of the Form 10-K (the “Part III Information”) which it expects
to provide in a Definitive Proxy Statement on Form DEF 14A (“Proxy Statement”), due to the circumstances related to
the coronavirus (COVID-19) pandemic.
COVID-19
has caused disruptions to the Company’s suppliers overseas and to its supply chain, has resulted in continued store closures,
and had led to furloughs for all store associates as well as terminating certain corporate personnel. As a result, COVID-19 and
related events have resulted in the Company’s management devoting significant time and attention to assessing the existing
and future impact of COVID-19 and those events on the Company’s operations, financial position, and cash flows, and developing
operational and financial plans to address those matters. This has diverted management and financial resources from completing
all of the tasks necessary to file the Company’s Quarterly Report by its June 11, 2020 due date. Notwithstanding the foregoing,
the Company expects to file its Quarterly Report no later than July 27, 2020 (which is 45 days from the Report’s original
filing deadline of June 11, 2020). Similarly, this has diverted management and financial resources from completing all of the
tasks necessary to file the Company’s Proxy Statement by its June 1, 2020 due date. Notwithstanding the foregoing, the Company
expects to file its Proxy Statement no later than July 16, 2020 (which is 45 days from the Report’s original filing deadline
of June 1, 2020).
SIGNATURES
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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RTW RETAILWINDS, INC.
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/s/ Sheamus
Toal
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Date: June 1, 2020
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Name:
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Sheamus Toal
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Title:
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Chief Executive Officer and Chief Financial
Officer
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RTW Retailwinds (NYSE:RTW)
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RTW Retailwinds (NYSE:RTW)
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