- Filing of certain prospectuses and communications in connection with business combination transactions (425)

 

 

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) March 30, 2010

THE TALBOTS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware		1-12552		41-1111318
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

One Talbots Drive, Hingham, Massachusetts		02043
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code [phone]

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):

þ		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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INFORMATION TO BE INCLUDED IN THE REPORT

Item 8.01 Other Events

     On March 30, 2010, The Talbots, Inc. (the “Company”) issued a press release announcing that it is extending its exchange offer in which the Company is offering to exchange each outstanding warrant (“BPW Warrants”) to acquire shares of common stock of BPW Acquisition Corp. (“BPW”) for shares of Company common stock or warrants to acquire shares of Company common stock, subject to the election and proration procedures described in the prospectus/offer to exchange, filed with the Securities and Exchange Commission on March 17, 2010. The exchange offer is being extended until 6:00 p.m., New York City time, on March 30, 2010, unless further extended by the Company. Holders of BPW Warrants must tender their BPW Warrants prior to the expiration date if they wish to participate in the exchange offer. The exchange offer was previously scheduled to expire at 6:00 p.m., New York City time, on March 29, 2010. Approximately 30.4 million BPW Warrants (including approximately 2.0 million BPW Warrants subject to guarantees of delivery), or approximately 86.9% of BPW Warrants issued in its initial public offering, had been tendered as of 6:00 p.m. on March 29, 2010. The minimum condition to consummation of the exchange offer is the tender of 90% of BPW Warrants issued in its initial public offering.

     A copy of the Company’s press release dated March 30, 2010 announcing its intention to extend the expiration of the exchange offer is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

     The exhibits listed below are filed herewith.

     (d) Exhibits

	99.1			Press Release issued by The Talbots, Inc. dated March 30, 2010.

 

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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.

	THE TALBOTS, INC.
Dated: March 30, 2010	By:	/s/ Richard T. O’Connell, Jr.
		Name:	Richard T. O’Connell, Jr.
		Title:	Executive Vice President, Real Estate, Legal, Store Planning & Design and Construction, and Secretary

 

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EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release issued by The Talbots, Inc. dated March 30, 2010.