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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) June 1, 2000
Commission file number 0-28596
THE NORTH FACE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 94-3204082
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2013 Farallon Drive, San Leandro, California 94577
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (510) 618-3500
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
VF Corporation ("VF") has reported that, pursuant to a tender offer by
Sequoia Acquisition Inc., a wholly-owned subsidiary of VF ("Sub"), for
all the outstanding shares of common stock of The North Face, Inc. (the
"Company"), which expired on May 23, 2000, it has accepted for payment
approximately 10,460,000 shares of common stock of the Company. As a
consequence, VF, through Sub, owns approximately 82% of the outstanding
shares of common stock of the Company.
Pursuant to an agreement and plan of merger dated as of April 7, 2000
among the Company, VF and Sub, Geoffrey D. Lurie, Karl H. Salzburger
and William N. Simon are resigning, or are expected to resign, from the
five-member board of directors of the Company, to be replaced by the
following designees of VF: Mackey J. MacDonald, Robert K. Shearer and
Candace S. Cummings. Robert P. Bunje and Michael Doyle are expected to
continue as members of the board of directors of the Company.
VF has reported that it has funded the tender offer and the related
fees and expenses from internally generated funds.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
(a) Previous independent accountants
On June 1, 2000, Deloitte & Touche LLP ("D&T") resigned as the
principal accountants of the Company.
D&T's report on the Company's financial statements for the years
ended December 31, 1999 and 1998 contained an explanatory
paragraph regarding certain matters which raise substantial
doubt as to the Company's ability to continue as a going
concern.
During the years ended December 31, 1999 and 1998 and the
interim period through June 1, 2000, there were no disagreements
between the Company and D&T on any matter of accounting
principles or practices, financial statement disclosure, or
auditing scope or procedure which, if not resolved to the
satisfaction of D&T, would have caused it to make reference to
the subject matter of the disagreements in connection with its
report.
In May 1999, D&T advised the Company's Audit Committee that,
in planning and performing their audit of the consolidated
financial statements of the Company for the year ended
December 31, 1998, they noted two matters involving the
Company's internal controls and its operation that they
considered to be reportable conditions under standards
established by the American Institute of Certified Public
Accountants.
As a result of the advice received by the Company's Audit
Committee, the Audit Committee discussed the subject matter of
the letter with D&T and subsequently recommended to the Board of
Directors that the Company adopt the recommendations of D&T.
Except as noted above, during the two most recent years and
through June 1, 2000, there have been no reportable events (as
defined in Regulation S-K, Item 304(a)(1)(v)).
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The Company has requested that D&T furnish it with a letter
addressed to the SEC stating whether or not it agrees with the
above statements. A copy of such letter, dated June 7, 2000, is
filed as Exhibit 16 to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibit 16 - Letter re: change in certifying accountant
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE NORTH FACE, INC.
Date: June 7, 2000 By: /s/ Geoffrey D. Lurie
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Name: Geoffrey D. Lurie
Title: Chief Executive Officer
