Last checked at 17 Jul 2014 09:39
REPLACEMENT FORM 8 (OPD) (DESTINATION MATERNITY)
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
AMENDMENT - CHANGES TO SECTIONS 3.1 and 3.2
1. KEY INFORMATION
(a) Identity of the party to the offer making the disclosure: | Destination Maternity Corporation ("Destination Maternity") |
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):
| N/A |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:
| Destination Maternity Corporation |
(d) Is the party to the offer making the disclosure the offeror or the offeree? | Offeror |
(e) Date position held: | 15 July 2014 |
(f) Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer? | Yes, Mothercare plc |
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates
Class of relevant security:
| Shares of Common Stock (excluding treasury shares) | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | 0 | 0 | 0 | 0 |
(2) Derivatives (other than options): | 0 | 0 | 0 | 0 |
(3) Options and agreements to purchase/sell: | 0 | 0 | 0 | 0 |
TOTAL: | 0 | 0 | 0 | 0 |
(b) Rights to subscribe for new securities
Class of relevant security in relation to which subscription right exists: | N/A |
Details, including nature of the rights concerned and relevant percentages: | N/A |
(c) Irrevocable commitments and letters of intent
Details of any irrevocable commitments or letters of intent procured by the party to the offer making the disclosure or any person acting in concert with it (see Note 3 on Rule 2.11 of the Code): |
None
|
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe of any person acting in concert with the party to the offer making the disclosure: |
See below
|
3.1 Destination Maternity Directors
Shares of Common Stock Held (1) | Percentage of total issued common stock (excluding treasury shares) (2) | |
Ed Krell | 168,981 | 1.23 |
Arnaud Ajdler | 38,476 | 0.28 |
Barry Erdos | 24,000 | 0.18 |
Michael Blitzer | 8,000 | 0.06 |
Joseph Goldblum | 75,098 | 0.55 |
William Schwartz, Jr. | 33,868 | 0.25 |
Melissa Payner-Gregor | 21,776 | 0.16 |
Allen Weinstein | 20,000 | 0.15 |
(1)Includes shares of Destination Maternity common stock (including shares of restricted stock) held by the directors and, to their knowledge after inquiry, their close relatives (whether directly or in trust).
(2) Based on 13,703,971 outstanding shares of Destination Maternity common stock (as at 15 July 2014).
3.2 Directors' Options
Options Held | |
Ed Krell | 133,357 (3) |
William Schwartz, Jr. | 20,000 (4) |
(3) These options were issued to Mr. Krell pursuant to Destination Maternity's 2005 Equity Incentive Plan (as amended). For further information regarding these equity awards please see Destination Maternity's most recently filed Proxy Statement which is available on Destination Maternity's website at http://www.DestinationMaternityCorp.com. The options held by Mr. Krell are comprised of:
(a) options to acquire 24,000 shares of Destination Maternity Common Stock (which are the remaining balance of a grant of 60,000 options granted on January 29, 2010) at an exercise price of $11.89 per share. The options vest and are exercisable in five (5) equal annual installments beginning on January 29, 2011. 12,000 of the 24,000 remaining outstanding January 29, 2010 options are unvested;
(b) options to acquire 40,000 shares of Destination Maternity Common Stock granted on March 3, 2011 at an exercise price of $22.13 per share. The options vest and are exercisable in five (5) equal annual installments beginning on March 3, 2012. 16,000 of the 40,000 outstanding March 3, 2011 options are unvested;
(c) options to acquire 28,604 shares of Destination Maternity Common Stock granted on March 6, 2012 at an exercise price of $18.20 per share. The options vest and are exercisable in four (4) equal annual installments beginning on November 18, 2012. 14,302 of the 28,604 outstanding March 6, 2012 options are unvested;
(d) options to acquire 23,230 shares of Destination Maternity Common Stock granted on November 16, 2012 at an exercise price of $19.89 per share. The options vest and are exercisable in four (4) annual installments as follows: 5,807 shares vest on each of November 16, 2013 and November 16, 2015, and 5,808 shares vest on each of November 16, 2014 and November 16, 2016. 17,423 of the 23,230 outstanding November 16, 2012 options are unvested; and
(e) options to acquire 17,523 shares of Destination Maternity Common Stock granted on December 4, 2013 at an exercise price of $30.50 per share. The options vest and are exercisable in four (4) annual installments as follows: 4,380 shares vest on December 4, 2014, and 4,381 shares vest on each of December 4, 2015, December 4, 2016, and December 4, 2017. All December 4, 2013 options are unvested.
(4) These options were issued to Mr. Schwartz pursuant to Destination Maternity's 2005 Equity Incentive Plan (as amended). For further information regarding these equity awards please see the Destination Maternity's most recently filed Proxy Statement which is available on the Destination Maternity's website at http://www.DestinationMaternityCorp.com. The options held by Mr. Schwartz are comprised of:
(a) options to acquire 10,000 shares of Destination Maternity Common Stock granted on January 21, 2005 at an exercise price of $6.86 per share. The options were fully vested on January 21, 2005; and
(b) options to acquire 10,000 shares of Destination Maternity Common Stock granted on January 20, 2006 at an exercise price of $6.48 per share. The options were fully vested on January 20, 2006.
3.3 Advisers to Destination Maternity (5)
Bank of America Merrill Lynch
Class of relevant security:
| Shares of Common Stock | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | 0 | 0 | 0 | 0 |
(2) Derivatives (other than options): | 0 | 0 | 0 | 0 |
(3) Options and agreements to purchase/sell: | 0 | 0 | 0 | 0 |
TOTAL: | 0 | 0 | 0 | 0 |
(5) The information in this section was provided to Destination Maternity by the relevant adviser
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: |
None
|
(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: |
None
|
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) | No |
Supplemental Form 8 (SBL) | No |
Date of disclosure: | 17 July 2014 |
Contact name: | Peter Bell / David Russell / David Finkelstein |
Telephone number: | +44 207 996 1000 |