UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): August 17, 2007 --------------- EVERLAST WORLDWIDE INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-25918 13-3672716 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 1350 Broadway, Suite 2300, New York, New York 10018 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (212) 239-0990 -------------- - -------------------------------------------------------------------------------- (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 filing obligation of the registrant under any of the following provisions (SEE General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |X| 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 August 17, 2007, Everlast Worldwide Inc. (the "Company") announced that on August 16, 2007, it filed definitive proxy materials with the Securities and Exchange Commission in connection with its proposed merger with Brands Holdings Limited. A copy of the press release issued by the Company is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The press release also announced that the special meeting of the Company's shareholders to consider and vote upon the proposed merger has been scheduled for September 19, 2007 at 10:00 a.m. ET. The Company's shareholders of record as of the close of business on July 26, 2007 will be entitled to vote at the special meeting. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits Exhibit Number Description - -------------- ----------- 99.1 Press Release dated August 17, 2007. SIGNATURES ---------- 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. EVERLAST WORLDWIDE INC. (Registrant) Date: August 20, 2007 By: /s/ Seth A. Horowitz ---------------------------------------- Name: Seth A. Horowitz Title: President and Chief Executive Officer -2- EXHIBIT INDEX ------------- Exhibit No. Exhibits - ----------- -------- 99.1 Press Release dated August 17, 2007. -3-
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DEFA14A Filing
Everlast Worldwide (EVST) Inactive DEFA14AAdditional proxy soliciting materials
Filed: 20 Aug 07, 12:00am