form8k.htm
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
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Date
of report (Date of earliest event reported)
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February 6,
2008
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American Apparel,
Inc.
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(Exact
Name of Registrant as Specified in Its
Charter)
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Delaware
(State
or Other Jurisdiction of Incorporation)
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001-32697
(Commission
File Number)
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20-3200601
(IRS
Employer Identification No.)
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747 Warehouse Street,
Los Angeles, California
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90021
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(213)
488-0226
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(Registrant’s
Telephone Number, Including Area
Code)
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(Former
Name or Former Address, if Changed Since Last
Report)
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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):
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))
ITEM
3.03 MATERIAL
MODIFICATION TO RIGHTS OF SECURITY HOLDERS
On
February 6, 2008, American Apparel, Inc. (the "Company") called for redemption
all of its issued and outstanding warrants, which trade separately on the
American Stock Exchange under the symbol APP.WS or trade on the American Stock
Exchange as part of the Company's units (which consist of one share of common
stock and one warrant) under the symbol APP.U. The redemption date
for the warrants is March 7, 2008.
Warrant
holders may exercise their warrants at any time prior to March 7, 2008, the date
of redemption. If any warrants are not exercised before March 7, 2008, those
warrants will be canceled and holders of those warrants will be paid $0.01 per
warrant and will no longer have the right to purchase any shares underlying
those warrants.
To
exercise their warrants, warrant holders must either deliver their warrant or
unit certificate(s) together with the exercise price of $6.00 per warrant or
elect to exercise on a cashless basis. Warrant holders electing a
cashless exercise must pay the exercise price by surrendering the warrants for
that number of shares of common stock equal to the quotient obtained by dividing
(x) the product of the number of shares of common stock underlying the
warrants, multiplied by the difference between the exercise price of the
warrants and the “fair market value” (defined below) by (y) the fair market
value. The “fair market value” means the average reported last sale price of
shares of the Company’s common stock for the 10 trading days ending on the third
trading day prior to the date on which the notice of redemption is sent to the
warrant holders, which equals $11.89. Any fractional share issuable
as a result of a cashless exercise will be rounded up to the nearest whole
share.
A
copy of the press release announcing the calling for redemption of the warrants
is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by this
reference.
ITEM
8.01 OTHER
EVENTS
The
information set forth under Item 3.03 of this Form 8-K is incorporated herein by
reference.
ITEM
9.01 FINANCIAL
STATEMENTS AND EXHIBITS
(d)
Exhibits. The following exhibit is being furnished as part of this
report.
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Exhibit
Number
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Description
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99.1
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Press
Release dated February 6, 2008.
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SIGNATURE
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 hereunto
duly authorized.
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AMERICAN
APPAREL, INC.
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(Registrant)
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Date: February 7,
2008
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By: |
/s/ Ken
Cieply
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Name:
Ken Cieply
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Title:
CFO
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