Inactive Instrument

RTW Retailwinds, Inc.

Equities

RTWIQ

US74980D1000

RTW RETAILWINDS, INC. : Change in Directors or Principal Officers, Other Events, Financial Statements and Exhibits (form 8-K)

April 17, 2020 at 02:32 am IST

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On April 10, 2020, Miki Racine Berardelli, Brenda Freeman, and Christy Haubegger, members of RTW Retailwinds, Inc.'s (the "Company") board of directors (the "board"), notified the Company that they resigned from the board for personal reasons, effectively immediately. Their decisions to resign were not due to any disagreement with the Company on any of the Company's operations, policies or practices. The Company thanks Ms. Berardelli, Ms. Freeman, and Ms. Haubegger for the many contributions that they have made to the Company.

On April 15, 2020, John D. Howard, member of the Company's board, notified the Company that he resigned from the board for personal reasons, effectively immediately. His decision to resign was not due to any disagreement with the Company on any of the Company's operations, policies or practices. The Company thanks Mr. Howard for the many contributions that he has made to the Company.

Pursuant to the Company's Amended and Restated Certificate of Incorporation and the Company's Second Amended and Restated Bylaws, the number of directors constituting the Company's board shall be fixed at four directors effective April 17, 2020.

In addition, the Company announced that Traci Inglis resigned from her position as President, Chief Marketing and Customer Officer of RTW Retailwinds, Inc. effective April 10, 2020. Ms. Inglis has agreed to serve as an independent consultant to the Company providing marketing and digital expertise for a transitional period through August 31, 2020.

(c) Effective April 17, 2020, Sheamus Toal was appointed to the role of Chief Executive Officer and will continue to serve as Chief Financial Officer. In connection with Mr. Toal's appointment to Chief Executive Officer, the Company entered into a Retention Agreement (the "Agreement") with Mr. Toal. Pursuant to the Agreement, in order to provide additional incentive for Mr. Toal to remain in the employ of the Company through December 31, 2020, the Company has agreed to pay Mr. Toal a retention bonus of $600,000 upon execution of the Agreement. If Mr. Toal voluntarily resigns or is terminated for cause (as defined in the Retention Agreement) prior to December 31, 2020, Mr. Toal will be required to repay to the Company the $600,000 retention bonus. In consideration of the Company's obligations under the Agreement and other compensation payable to Mr. Toal during the term of Mr. Toal's employment with the Company, Mr. Toal has agreed that he will continue to diligently perform his duties for the Company through December 31, 2020 or later.

The foregoing summary of the Agreement is qualified in its entirety by the text of the Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.




Item 8.01 Other Events

Given the global impact of COVID-19 and the current retail environment, the Company is taking the necessary actions to protect its customers and employees, and preserve its financial liquidity and flexibility. The Company has engaged outside consultancy to assist with these measures and is in the process of evaluating strategic business alternatives.

Item 9.01 Financial Statements and Exhibits.





(d)  Exhibit



Exhibit No.   Description
  10.1          Retention Agreement, dated as of April 10, 2020, by and between RTW
              Retailwinds, Inc. and Sheamus Toal




                                       2

Latest news about RTW Retailwinds, Inc.

RTW Retailwinds, Inc. Went Out of Business	31/20/31	CI
Joint Liquidation Plan Approved for RTW Retailwinds, Inc.	10/20/10	CI
Motion for Asset Sale Approved for RTW Retailwinds, Inc.	16/20/16	CI
First Motion for Exclusivity Period Extension Approved For RTW Retailwinds, Inc.	29/20/29	CI
Disclosure Statement Approved for RTW Retailwinds, Inc.	29/20/29	CI
Motion for Asset Sale Filed by RTW Retailwinds, Inc.	07/20/07	CI
First Motion for Exclusivity Period Extension Filed by RTW Retailwinds, Inc.	06/20/06	CI
Saadia Group, LLC completed the acquisition of E-Commerce business from a group of sellers.	01/20/01	CI
Joint Liquidation Plan and Disclosure Statement Filed by RTW Retailwinds, Inc.	30/20/30	CI
DIP Financing Approved for RTW Retailwinds, Inc.	15/20/15	CI
Motion for Asset Sale Approved for RTW Retailwinds, Inc.	04/20/04	CI
Consumer Cos Flat As California Covid Case Growth Slows -- Consumer Roundup	01/20/01	DJ
Saadia Group, LLC entered into an asset purchase agreement to acquire E-Commerce business from a group of sellers for $40 million.	31/20/31	CI
Notice of Selection of Successful Bidder Filed by RTW Retailwinds, Inc.	28/20/28	CI
Sunrise Brands, LLC cancelled the acquisition of E-Commerce business of RTW Retailwinds, Inc. (OTCPK:RTWI.Q), Lerner New York Holding, Inc., Lernco, Inc., Lerner New York, Inc., Lerner New York GC, LLC, Lerner New York Outlet, Inc., New York & Company Stores, Inc, FTF GC, LLC, Lerner New York FTF, LLC, Fashion to Figure, LLC and FTF IP Company, Inc.	28/20/28	CI
Motion For Asset Sale Approved on Final Basis - Store Closing Sales for RTW Retailwinds, Inc.	08/20/08	CI
Bidding Procedure Approved for RTW Retailwinds, Inc.	08/20/08	CI
Consumer Cos Up On Hopes That Coronavirus Spread Is Slowing -- Consumer Roundup	05/20/05	DJ
Stalking Horse Agreement Filed by RTW Retailwinds, Inc.	03/20/03	CI
Sunrise Brands, LLC entered into an asset purchase agreement to acquire E-Commerce business of RTW Retailwinds, Inc. (OTCPK:RTWI.Q), Lerner New York Holding, Inc., Lernco, Inc., Lerner New York, Inc., Lerner New York GC, LLC, Lerner New York Outlet, Inc., New York & Company Stores, Inc, FTF GC, LLC, Lerner New York FTF, LLC, Fashion to Figure, LLC and FTF IP Company, Inc. for $20 million.	03/20/03	CI
RTW Retailwinds Reportedly To Sell Its E-Commerce Business	23/20/23	CI
Motion for Asset Sale Filed by RTW Retailwinds, Inc.	17/20/17	CI
Motion For Asset Sale Approved on Interim Basis - Store Closing Sales for RTW Retailwinds, Inc.	15/20/15	CI
Motion for Joint Administration Approved for RTW Retailwinds, Inc.	15/20/15	CI
RTW Retailwinds, Inc. Filed for Bankruptcy	13/20/13	CI

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RTW Retailwinds Inc. is a specialty women's omni-channel retailer. The Company operates approximately 387 retail and outlet in over 33 states. The Company's portfolio includes branded merchandise from New York & Company, Fashion to Figure, and collaborations with Eva Mendes, Gabrielle Union and Kate Hudson. The Company's branded merchandise is sold exclusively at its retail locations and online at www.nyandcompany.com, www.nyandcompanycloset.com, www.fashiontofigure.com, and www.happyxnature.com. The Company offers a merchandise assortment consisting of wear-to-work, casual apparel and accessories, including pants, dresses, jackets, knit tops, blouses, sweaters, denim, t-shirts, activewear, handbags, jewelry and shoes. The Company's stores are concentrated in medium to large population centers of the United States and are located in shopping malls, lifestyle centers, outlet centers, and off-mall locations, including urban street locations.

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