Amended Statement of Ownership: Solicitation (sc 14d9/a)
July 11 2014 - 4:41PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE
14D-9
(Rule 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
SPORT CHALET,
INC.
(Name of Subject Company)
SPORT CHALET,
INC.
(Name of Persons Filing Statement)
|
|
|
Class A Common Stock, $0.01 par value
|
|
Class B Common Stock, $0.01 par value
|
(Title of Class of Securities)
|
|
(Title of Class of Securities)
|
|
|
849163 20 9
|
|
849163 30 8
|
(CUSIP Number of Class of Securities)
|
|
(CUSIP Number of Class of Securities)
|
Howard K. Kaminsky
Executive Vice President-Finance,
Chief Financial Officer and Secretary
Sport Chalet, Inc.
One
Sport Chalet Drive
La Canada, California 91011
(818) 949-5300
(Name,
address and telephone numbers of person authorized to
receive notices and communications on behalf of the persons filing statement)
With a copy to:
Peter M. Menard, Esq.
Jason R. Schendel, Esq.
Sheppard, Mullin, Richter & Hampton LLP
333 South Hope Street, 43
rd
Floor
Los Angeles, California 90071
(213) 620-1780
¨
|
|
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
|
This Amendment No. 1 (Amendment No. 1) to the Solicitation/Recommendation
Statement on Schedule 14D-9 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 filed with the Securities and Exchange Commission on July 3, 2014 (together with any amendments and supplements thereto, the
Schedule 14D-9) by Sport Chalet, Inc., a Delaware corporation (the Company).
All capitalized terms used in this
Amendment No. 1 and not otherwise defined have the respective meanings ascribed to them in the Schedule 14D-9.
Item 8.
|
Additional Information.
|
The information set forth in Item 8 Additional
Information of the Schedule 14D-9 is hereby amended and supplemented by adding the following additional disclosure at the end of such Item.
Certain Litigation
On
July 9, 2014, Barry Lieberman, an alleged Sport Chalet stockholder, filed a purported class action lawsuit against Sport Chalet, its directors, Versa Capital Management, LLC, Parent and Purchaser in connection with the proposed acquisition of
the publicly owned shares of Sport Chalet by Parent and Purchaser (the Proposed Transaction) in the Superior Court of the State of California for the County of Los Angeles, captioned
Barry Lieberman v. Sport Chalet, Inc. et al
.,
Case No. BC551232. The plaintiff alleges that the Sport Chalet directors breached their fiduciary duties to Sport Chalet stockholders, and that the other defendants aided and abetted such breaches, by seeking to sell Sport Chalet through an
allegedly flawed process and for inadequate consideration. The plaintiff also alleges that the directors breached their fiduciary duties with respect to the contents of the tender offer solicitation/recommendation materials on Schedule 14D-9. The
lawsuit seeks, among other things, equitable relief that would enjoin the consummation of the Proposed Transaction, rescission of the Proposed Transaction (to the extent it has already been implemented) and attorneys fees and costs.
-1-
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and
correct.
|
|
|
SPORT CHALET, INC.
|
|
|
By:
|
|
/s/ Howard K. Kaminsky
|
|
|
Howard K. Kaminsky
|
|
|
Executive Vice President Finance, Chief
|
|
|
Financial Officer and Secretary
|
Dated: July 11, 2014
Sport Chalet (NASDAQ:SPCHB)
Historical Stock Chart
From Oct 2024 to Nov 2024
Sport Chalet (NASDAQ:SPCHB)
Historical Stock Chart
From Nov 2023 to Nov 2024