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): April 29, 2009
GENESCO INC.
(Exact Name of Registrant as Specified in Charter)
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| Tennessee
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1-3083
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62-0211340 |
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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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| 1415 Murfreesboro Road |
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| Nashville, Tennessee
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37217-2895 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
(615) 367-7000
(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 (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
TABLE OF CONTENTS
ITEM 1.01. ENTRY INTO MATERIAL DEFINITIVE AGREEMENT
On April 29, 2009, Genesco Inc. (the “Company”) entered into separate exchange agreements with
certain holders of its 4.125% Convertible Subordinated Debentures due 2023 (the “Debentures”)
pursuant to which holders of approximately $56.4 million in aggregate principal amount of
the Debentures agreed to exchange their Debentures for an aggregate
of 3,066,713 shares of the
Company’s common stock and the payment of accrued interest.
$29.8 million of the Debentures remain
outstanding. Copies of the basic forms of exchange agreements are attached to this Current Report
as Exhibits 10.1. and 10.2.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
See
Item 1.01 above which is incorporated herein by reference. The
issuance of the 3,066,713 shares of common stock will not be registered under the Securities Act of 1933, as amended (the
“Securities Act”), in reliance on an exemption under Section 4(2) of the Securities Act and Rule
506 of Regulation D, as the exchange offer was not public.
ITEM 7.01 REGULATION FD DISCLOSURE
On April 29, 2009, the Company issued a press release announcing it had entered into separate
exchange agreements with certain holders of $56.4 million aggregate principal amount of
Debentures pursuant to which the Company agreed to exchange the
Debentures for an aggregate of 3,066,713 shares of the Company’s
common stock and the payment of accrued interest. A copy of the Company’s
press release is attached to this Current Report as Exhibit 99.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
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Description |
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10.1
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Basic Form of Exchange Agreement (Restricted Stock) |
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10.2
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Basic Form of Exchange Agreement (Unrestricted Stock) |
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99.1
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Press release dated April 29, 2009 |