Current Report Filing (8-k)
2020年11月17日 - 7:22AM
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): October 27, 2020
RTW RETAILWINDS,
INC.
(Exact name
of registrant as specified in its charter)
DELAWARE
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1-32315
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33-1031445
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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118-35 Queens Blvd.,
4th
Floor
Forest Hills, NY 11375
(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:
¨
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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))
Securities registered pursuant to Section 12(b) of the Act:
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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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RTWIQ
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OTC Pink
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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 ¨
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 Disclosure.
On
July 13, 2020, RTW Retailwinds, Inc. (together with its subsidiaries, the “Company”) filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code (“Chapter 11”) in the United States Bankruptcy Court for the District
of New Jersey (the “Bankruptcy Court”). The Company has requested joint administration of its Chapter 11 cases under
the caption In re: RTW Retailwinds, Inc., et. al., Case No. 20-18445.
On
October 27, 2020, the Company filed with the Bankruptcy Court its monthly operating report for the period beginning August 30,
2020 and ending October 3, 2020 (the “Monthly Operating Report”). The Monthly Operating Report is attached hereto
as Exhibit 99.1 and is incorporated herein by reference. This Current Report on Form 8-K (including the exhibit hereto) (this
“Form 8-K”) will not be deemed an admission as to the materiality of any information disclosed herein. The Monthly
Operating Report and other documents filed with the Bankruptcy Court are available for inspection at https://cases.primeclerk.com/rtwretailwinds.
Documents and other information available on such website are not part of this Form 8-K and are not deemed to be incorporated
by reference in this Form 8-K.
The
information, including Exhibit 99.1 hereto, the Company furnished under Item 7.01 of this report is not deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that
section. Registration statements or other documents filed with the Securities and Exchange Commission shall not incorporate this
information by reference, except as otherwise expressly stated in such filing.
Cautionary Statement Regarding
the Monthly Operating Report
The
Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating
Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities
of the Company. The Monthly Operating Report is limited in scope, covers a limited time period and has been prepared solely for
the purpose of complying with the monthly reporting requirements of the Bankruptcy Court. The Monthly Operating Report was not
audited or reviewed by independent accountants, was not prepared in accordance with generally accepted accounting principles,
is in a format prescribed by applicable bankruptcy laws or rules, and is subject to future adjustment and reconciliation. There
can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the Monthly
Operating Report is complete. Results set forth in the Monthly Operating Report should not be viewed as indicative of future results.
As
reported in a Form 12b-25 filed by the Company on July 29, 2020, following the commencement of the Company’s Chapter 11
cases, the Company has been unable to continue filing the periodic reports required by Section 13(a) under the Exchange Act without
unreasonable effort and expense due to the time and effort management has devoted to the bankruptcy process. Accordingly, the
Company did not file a Quarterly Report on Form 10-Q for the fiscal quarter ended May 2, 2020, nor does it intend to file any
other reports on Forms 10-Q or 10-K for subsequent periods. Instead, the Company plans to file Current Reports on Form 8-K containing
(i) the disclosure of material events in its Chapter 11 cases and any other information required by the instructions to Form 8-K;
and (ii) as exhibits, the monthly operating reports and any other documents that include unaudited financial information that
are filed by the Company with the Bankruptcy Court.
Item 9.01 Financial Statements
and Exhibits.
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: November 16, 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)
過去 株価チャート
から 5 2024 まで 6 2024
RTW Retailwinds (NYSE:RTW)
過去 株価チャート
から 6 2023 まで 6 2024
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