Amendment to Current Report — Form 8-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize 1: 8-K/A Amendment to Current Report HTML 25K
2: EX-23.1 Consent of Experts or Counsel -- exhibit231 HTML 6K
3: EX-99.2 Miscellaneous Exhibit -- exhibit992 HTML 143K
4: EX-99.3 Miscellaneous Exhibit -- exhibit993 HTML 118K
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EXPLANATORY
NOTE:
Caleres, Inc. (the "Company") filed a Current Report on Form 8-K with the Securities and Exchange Commission (the "SEC") on October 19, 2018 (the "Initial Form 8-K"), related to the Equity and Asset Purchase Agreement (the "Purchase Agreement") entered into between the Company and the equity holders of Vionic Group LLC and Vionic International LLC (the "Equity Sellers"), VCG Holdings Ltd., a Cayman Islands corporation, as asset seller (the "Asset Seller", and together with the Equity Sellers, the "Sellers"), Christopher T. Gallagher and Daniel M. Sanner, solely in their capacity as Sellers’ representative, and, solely with respect to specified provisions, Christopher T. Gallagher and C. Bruce
Campbell (the “Individual Parties”), pursuant to which the Company acquired all of the outstanding equity interests of Vionic Group LLC and Vionic International LLC and certain related intellectual property from the Asset Seller on October 18, 2018, subject to certain adjustments provided for in the Purchase Agreement. This Current Report on Form 8-K/A ("Form 8-K/A") amends and supplements the Initial Form 8-K to include (i) the historical audited financial statements of Vionic Group LLC, Vionic International LLC and VCG Holdings Ltd. (collectively, "Vionic"), (ii) the unaudited pro forma condensed combined financial data required pursuant to Item 9.01, and (iii) the consent of Frank, Rimerman + Co. LLP. Except as identified above, no other amendments or changes to the Initial Form 8-K are made by this Form 8-K/A
and the remainder of the Initial Form 8-K shall remain in effect as of the date of filing of the Initial Form 8-K. Additionally, this Form 8-K/A does not purport to provide an update or discussion of any other developments subsequent to the filing of the Initial Form 8-K.
Item 9.01 of the Initial Form 8-K is hereby amended in its entirety and replaced by Item 9.01 of this Amendment.
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.
The Company has omitted the
schedules to this Exhibit in accordance with Regulation S-K Item 601(b)(2). The Company agrees to furnish supplementally a copy of all omitted schedules to the Securities and Exchange Commission upon its request.
Dates Referenced Herein and Documents Incorporated by Reference
