UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): July 25, 2014
DESTINATION MATERNITY CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 0-21196 | 13-3045573 | ||
| (State or other jurisdiction of incorporation) |
(Commission File (Number) |
(I.R.S. Employer Identification No.) |
| 456 North 5th Street Philadelphia, Pennsylvania |
19123 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
(215) 873-2200
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 obligation of the registrant under any of the following provisions:
| x | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events
On July 25, 2014, Destination Maternity Corporation (the “Company”) issued an announcement (the “Announcement”) pursuant to Rule 2.8 of the U.K. City Code on Takeovers and Mergers disclosing, among other things, that it does not intend to make an offer for Mothercare plc and is withdrawing its proposal for a possible combination with Mothercare plc. A copy of the Announcement is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01.
Item 9.01 Financial Statements and Exhibits
The following exhibit is being furnished with this Current Report on Form 8-K.
| Exhibit |
Description | |
| 99.1 | Rule 2.8 Announcement, dated July 25, 2014. | |
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SIGNATURE
Under the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the authorized undersigned.
| DESTINATION MATERNITY CORPORATION | ||
| By: | /s/ Judd P. Tirnauer | |
| Judd P. Tirnauer | ||
| Executive Vice President & | ||
| Chief Financial Officer | ||
Dated: July 25, 2014
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EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Rule 2.8 Announcement, dated July 25, 2014. | |
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