Item 1.01 Entry Into a Material Definitive Agreement
On October 29, 2009, Quiksilver, Inc., a Delaware corporation (the
"Company"), and its subsidiaries Pilot S.A.S., Meribel S.A.S. and Quiksilver
Americas, Inc. (together with the Company, the "Seller"), entered into an
Amendment No. 1 to Stock Purchase Agreement (the "Amendment") with Chartreuse et
Mont Blanc LLC, Chartreuse et Mont Blanc SAS, Chartreuse et Mont Blanc Global
Holdings S.C.A., Macquarie Asset Finance Limited and Mavilia SAS (collectively,
"CMB") amending the Stock Purchase Agreement (the "Stock Purchase Agreement")
dated November 12, 2008 among the same parties. The Stock Purchase Agreement
relates to the sale of the Company's "Rossignol Group" through the disposition
of certain of the Company's subsidiaries (the "Acquired Companies"), which
closed on November 12, 2008.
Pursuant to the terms of the Amendment, the parties agreed to, among other
things, (i) settle disputes which had arisen regarding purchase price
adjustments relating to the working capital and certain other account balances
of the Acquired Companies at the time of closing, (ii) shorten the survival
period of certain representations and warranties made by the Seller to CMB to
provide that they expired upon execution of the Amendment, (iii) reduce Seller's
remaining obligations to indemnify CMB pursuant to the terms of the Stock
Purchase Agreement and (iv) cancel a €10,000,000 promissory note (the "Note")
issued by CMB to a subsidiary of the Company. The canceled Note was subordinated
to all senior indebtedness of the issuer, bore interest at a rate of 8% per
annum, and matured on the fourth anniversary of the closing. No interest was to
accrue on the Note until January 1, 2011.
The foregoing description of the Amendment is not complete and is qualified
in its entirety by reference to the Amendment, attached hereto as Exhibit 2.1
and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Exhibit Title or Description
2.1 Amendment No. 1 to Stock Purchase Agreement dated October 29, 2009, by and
among Quiksilver, Inc., Pilot S.A.S., Meribel S.A.S., Quiksilver Americas,
Inc., Chartreuse et Mont Blanc LLC, Chartreuse et Mont Blanc SAS,
Chartreuse et Mont Blanc Global Holdings S.C.A., Macquarie Asset Finance
Limited and Mavilia SAS*
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* A schedule has
been omitted
pursuant to
Item 601(b)(2)
of
Regulation S-K.
The company
undertakes to
furnish
supplementally
a copy of the
omitted
schedule upon
request by the
U.S. Securities
and Exchange
Commission.