Form 8-K INTER PARFUMS INC For: Mar 18

 

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 18, 2015

 

Inter Parfums, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware (State or other jurisdiction of incorporation or organization)

0-16469 Commission File Number

13-3275609 (I.R.S. Employer Identification No.)

 

551 Fifth Avenue, New York, New York 10176

(Address of Principal Executive Offices)

 

212. 983.2640

(Registrant's Telephone number, including area code)

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligations 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)

 

¨ 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 1.01 Entry into a Material Definitive Agreement.

 

On March 18, 2015, our majority-owned subsidiary, Interparfums SA, entered into an agreement with The Procter & Gamble Company and two of its subsidiaries, Parfums Rochas SAS and Procter & Gamble International Operations SA, to acquire certain assets relating to the Rochas brand, including trademarks in international class 3 (including perfumes and cosmetics) and international class 25 (clothing and fashion), and related intellectual property. The closing, which is subject to the satisfaction of customary closing conditions, is expected to take place on or before June 30, 2015. The purchase price for these assets is $108 million, which is expected to be financed with a medium term loan. Also at closing Interparfums SA is to purchase all remaining Rochas inventory for approximately $4-5 million.

 

Item 7.01 Regulation FD Disclosure

 

Our press release dated March 19, 2015 relating to the entry into the agreement to acquire certain assets relating to the Rochas brand, a copy of which is annexed hereto as Exhibit no. 99.1, is incorporated by reference herein, and is furnished pursuant to this Item 7.01 and Regulation FD.

 

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits and Exhibit Index

 

Exhibit No.		Description		Page No.
99.1		Our press release dated March 19, 2015		4

 

SIGNATURES

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused and authorized this report to be signed on its behalf by the undersigned.

 

Dated: March 19, 2015

 

	Inter Parfums, Inc.
	By:	/s/ Michelle Habert
		Michelle Habert, Company Secretary

 

 

 

 

Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE

 

INTER PARFUMS, INC. ANNOUNCES THAT ITS MAJORITY OWNED SUBSIDIARY, INTERPARFUMS S.A., ENTERED INTO AN AGREEMENT TO ACQUIRE

THE ROCHAS BRAND

 

New York, New York – March 19, 2015: Inter Parfums, Inc. (NASDAQ GS: IPAR) today announced that its majority owned Paris-based subsidiary, Interparfums S.A. has entered into an agreement with The Procter & Gamble Company to acquire the Rochas brand.

 

Founded by Marcel Rochas in 1925, the brand began as a fashion house and expanded into perfumery in the 50s under Hélène Rochas' direction. The Rochas brand achieved net sales of US$46 million⁽¹⁾ in 2013/2014 financial year, driven mainly by the "Eau de Rochas" fragrance line. Rochas brand sales include US$2 million of royalties generated by the fashion and accessory business via its portfolio of license agreements.

 

This transaction will cover all brand names and registered trademarks for Rochas (Femme, Madame, Eau de Rochas, etc.), mainly for class 3 (cosmetics) and class 25 (fashion). This acquisition will be payable in cash on the closing date for US$108 million and financed entirely through a medium term loan.

 

This transaction is expected to be completed within the first half of 2015, subject to customary closing conditions.

 

Financo, LLC represented Interparfums S.A. and Procter & Gamble was advised by Ohana & Co for this transaction.

 

Jean Madar, Chairman and CEO of Inter Parfums, Inc. declared: "For the first time, this acquisition will integrate both fragrances and fashion. It will open up new opportunities in terms of creativity as well as aesthetic design and marketing choices. It will also allow us to apply a global approach to managing a fragrance brand boasting very high name recognition and without time constraints. Finally, this acquisition has generated enormous enthusiasm internally and high motivation by all to reestablish Rochas' position, even more preeminent in the universe of luxury. Under Interparfums, we could generate approximately €25 million of sales in 2016."

 

In the more than 30 years since its founding, Inter Parfums, Inc. has been selected as the fragrance and beauty partner for a growing list of brands that include Abercrombie & Fitch, Agent Provocateur, Anna Sui, Balmain, Banana Republic, bebe, Boucheron, Dunhill, Gap, Hollister, Jimmy Choo, Karl Lagerfeld, Lanvin, Montblanc, Oscar de la Renta, Paul Smith, Repetto, Shanghai Tang, S.T. Dupont and Van Cleef & Arpels. Inter Parfums is known for innovation, quality and its ability to capture the genetic code of each brand in the products it develops, manufactures and distributes in over 100 countries worldwide.

 

  

Inter Parfums, Inc. News Release

Page 2

March 19, 2015

 

Statements in this release which are not historical in nature are forward-looking statements. Although we believe that our plans, intentions and expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such plans, intentions or expectations will be achieved. In some cases you can identify forward-looking statements by forward-looking words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "should," "will," and "would," or similar words. You should not rely on forward-looking statements because actual events or results may differ materially from those indicated by these forward-looking statements as a result of a number of important factors. These factors include, but are not limited to, the risks and uncertainties discussed under the headings “Forward Looking Statements” and "Risk Factors" in Inter Parfums' annual report on Form 10-K for the fiscal year ended December 31, 2014 and the reports Inter Parfums files from time to time with the Securities and Exchange Commission. Inter Parfums does not intend to and undertakes no duty to update the information contained in this press release.

 

⁽¹⁾ consists of both ex-factory and wholesale sales of the P&G group

 

Contact at Inter Parfums, Inc.	-or-	Investor Relations Counsel
Russell Greenberg, Exec. VP & CFO		The Equity Group Inc.
(212) 983-2640		Fred Buonocore (212) 836-9607/[email protected]
[email protected]		Linda Latman (212) 836-9609/[email protected]
www.interparfumsinc.com		www.theequitygroup.com

 

 

 

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