<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1 to 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 20, 1998
THE NORTH FACE, INC.
--------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Delaware
----------------------------------------------
(State or other jurisdiction of incorporation)
0-28596 94-3204082
- --------------------- ------------------------------------
(Commission File No.) (IRS Employer Identification Number)
2013 Farallon Drive
San Leandro, California 94577
----------------------------------------
(Address of Principal Executive Offices)
(510) 618-3500
----------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Current Report on Form 8-K
filed with the Securities and Exchange Commission on July 7, 1998, as set
forth in the pages attached hereto.
<PAGE>
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.
THE NORTH FACE, INC.
Dated: July 20, 1998 By: /s/ Christopher F. Crawford
-----------------------------
Christopher F. Crawford
Chief Financial Officer
<PAGE>
THE NORTH FACE, INC.
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
4.1 Preferred Shares Rights Agreement, dated as of July 6, 1998,
between The North Face, Inc. and American Stock Transfer & Trust,
Co., including the Certificate of Designations, the form of
Rights Certificate and the Summary of Rights attached thereto as
Exhibits A, B and C, respectively. Previously Filed.
20.1 Press Release--The North Face, Inc. Announces Acquisition of La
Sportiva Footware; Relocation & Expansion of Corporate
Headquarters--dated July 6, 1998. Previously Filed.
20.2 Press Release--The North Face, Inc. Adopts Stockholder Rights
Plan--dated July 6, 1998. Previously Filed.
20.3 Form of Letter to Stockholders, including the Summary of
Rights attached thereto.
<PAGE>
[THE NORTH FACE LETTERHEAD]
July 20, 1998
To Our Stockholders:
Your Board of Directors has declared a dividend distribution of
Preferred Shares Purchase Rights. This letter describes the Preferred Shares
Purchase Rights Plan and the Board's reasons for adopting it. The
accompanying Summary of Terms describes the terms of the Rights as set forth
in the Rights Plan.
The Rights are designed to protect and maximize the value of your
interest in the Company. We believe that the Rights Plan, while not
intending to prevent a takeover, will provide protection to you, our
stockholders, from the abusive and coercive tactics that often occur in
takeover attempts.
The Rights contain provisions to protect stockholders in the event of an
unsolicited takeover attempt through such methods as a gradual accumulation
of shares in excess of 15% of the outstanding stock followed by a two-tier
tender offer or other tactics that do not treat all stockholders equally.
These tactics may unfairly pressure stockholders, deprive them of the full
value of their shares, or squeeze them out of their investment without giving
them any real choice. With over 2,000 other companies having established
rights plans to protect stockholders, we consider the Rights Plan to be the
best available means of protecting the full value of your investment in the
Company, while not preventing a fair acquisition offer for the Company.
The Rights will initially trade with shares of the Company's Common
Stock and have no impact on the way in which you can presently trade the
Company's shares. As explained in detail in the attached Summary of Rights,
the Rights are not exercisable until ten days after a person or group
announces acquisition of 15% or more of the Company's outstanding Common
Stock or the commencement of a tender offer which would result in ownership
of the person or group of 15% or more of the outstanding Common Stock.
In implementing this Rights Plan, we have exercised our continued
confidence in the Company's future and our determination that you, our
stockholders, be given every opportunity to participate fully in that future.
On behalf of the Board of Directors,
-------------------------------------------
James Fifield
Chief Executive Officer and Director
<PAGE>
PROPOSED STOCKHOLDER RIGHTS PLAN
THE NORTH FACE, INC.
SUMMARY OF RIGHTS
DISTRIBUTION AND The Board of Directors has declared a dividend of one
TRANSFER OF RIGHTS; Right for each share of The North Face, Inc. Common
RIGHTS CERTIFICATE: Stock outstanding. Prior to the Distribution Date
referred to below, the Rights will be evidenced by
and trade with the certificates for the Common Stock.
After the Distribution Date, The North Face, Inc.
(the "COMPANY") will mail Rights certificates to the
Company's stockholders and the Rights will become
transferable apart from the Common Stock.
DISTRIBUTION DATE: Rights will separate from the Common Stock and become
exercisable following the tenth day (or such later
date as may be determined by a majority of the
Directors not affiliated with the acquiring person or
group (the "CONTINUING DIRECTORS")) after a person or
group (a) acquires beneficial ownership of 15% or
more of the Company's Common Stock or (b) announces a
tender or exchange offer, the consummation of which
would result in ownership by a person or group of 15%
or more of the Company's Common Stock.
PREFERRED STOCK After the Distribution Date, each Right will entitle
PURCHASABLE UPON the holder to purchase for $140.00 (the "EXERCISE
EXERCISE OF RIGHTS: PRICE"), a fraction of a share of the Company's
Preferred Stock with economic terms similar to that
of one share of the Company's Common Stock.
FLIP-IN: If an acquiror (an "ACQUIRING PERSON") obtains 15% or
more of the Company's Common Stock (other than
pursuant to a tender offer deemed adequate and in the
best interests of the Company and its stockholders by
the Board of Directors (a "PERMITTED OFFER")), THEN
each Right (other than Rights owned by an Acquiring
Person or its affiliates) will entitle the holder
thereof to purchase, for the exercise price, a number
of shares of the Company's Common Stock having a then
current market value of twice the exercise price.
FLIP-OVER: If, after the Shares Acquisition Date (defined
below), (a) the Company merges into another entity,
(b) an acquiring entity merges into the Company or
(c) the Company sells more than 50% of the Company's
assets or earning power, THEN each Right (other than
Rights owned by an Acquiring Person or its
<PAGE>
affiliates) will entitle the holder thereof to
purchase, for the exercise price, a number of shares
of Common Stock of the person engaging in the
transaction having a then current market value of
twice the exercise price (unless the transaction
satisfies certain conditions and is consummated with
a person who acquired shares pursuant to a Permitted
Offer, in which case the Rights will expire).
EXCHANGE PROVISION: At any time after an event triggering the flip-in or
flip-over rights and prior to the acquisition by the
Acquiring Person of 50% or more of the outstanding
Common Stock, the Board of Directors of the Company
may exchange the Rights (other than Rights owned by
the Acquiring Person or its affiliates), in whole or
in part, at an exchange ratio of one Common Share per
Right (subject to adjustment).
REDEMPTION OF Rights will be redeemable at the Company's option for
THE RIGHTS: $0.01 per Right at any time on or prior to the tenth
day (or such later date as may be determined by a
majority of the Continuing Directors) after public
announcement that a person has acquired beneficial
ownership of 15% or more of the Company's Common
Stock (the "SHARES ACQUISITION DATE").
EXPIRATION OF The Rights expire on the earliest of (a) July 6,
THE RIGHTS: 2008, (b) exchange or redemption of the Rights as
described above, or (c) consummation of a merger or
consolidation resulting in expiration of the Rights
as described above.
AMENDMENT OF The terms of the Rights and the Rights Agreement may
TERMS OF RIGHTS: be amended in any respect without the consent of the
Rights holders on or prior to the Distribution Date;
thereafter, the terms of the Rights and the Rights
Agreement may be amended without the consent of the
Rights holders in order to cure any ambiguities or to
make changes which do not adversely affect the
interests of Rights holders (other than the Acquiring
Person).
VOTING RIGHTS: Rights will not have any voting rights.
ANTI-DILUTION Rights will have the benefit of certain customary
PROVISIONS: anti-dilution provisions.
<PAGE>
TAXES: The Rights distribution should not be taxable for
federal income tax purposes. However, following an
event which renders the Rights exercisable or upon
redemption of the Rights, stockholders may recognize
taxable income.
The foregoing is a summary of certain principal terms of the Stockholder
Rights Plan only and is qualified in its entirety by reference to the
detailed terms of the Rights Agreement dated as of July 6, 1998, between the
Company and the Rights Agent.
THE RIGHTS PRESENTED HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES
SPECIFIED IN SECTION 7(e) OF THE PREFERRED SHARES RIGHTS AGREEMENT BETWEEN
THE NORTH FACE, INC. AND AMERICAN STOCK TRANSFER & TRUST, CO. DATED AS OF
JULY 6, 1998.
