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): November
24, 2011
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Coach,
Inc.
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(Exact
name of registrant as specified in its charter)
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Maryland
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1-16153
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52-2242751
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(State of
Incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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516 West 34
th
Street, New York, NY
10001
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(Address
of principal executive offices) (Zip Code)
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(212)
594-1850
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(Registrant’s
telephone number, including area code)
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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:
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o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Item
1.01. Entry into a Material Definitive
Agreement.
On
November 24, 2011, Hong Kong time, in connection with the Proposed
Listing referred to in Item 8.01 below, Coach, Inc. (the “Company”) entered into
a Deposit Agreement (the “Deposit Agreement”) with JPMorgan Chase Bank, N.A., as
depositary (the “HDR Depositary”), which governs the deposit of the Company’s
common stock with the HDR Depositary and the issuance by the HDR Depositary of
depositary receipts representing the Company’s common stock (the
“HDRs”). On the same date, the Company also executed a Deed Poll (the
“Deed Poll”) with the HDR Depositary pursuant to the Deposit Agreement in favor
of and in relation to the rights of the holders of the HDRs.
Also on
November 24, 2011, Hong Kong time, the Company entered into a Sponsor
Agreement (the “Sponsor Agreement”) with J.P. Morgan Securities (Asia Pacific)
Limited, as sponsor (the “Sponsor”), relating to the engagement of the Sponsor
by the Company in connection with the Proposed Listing referred to in Item 8.01
below. The Sponsor Agreement contains customary representations,
warranties and covenants and includes indemnification obligations and other
terms and conditions customary in agreements of this type.
The
Sponsor, the HDR Depositary and their respective affiliates have provided, and
may in the future provide, various services to the Company and its affiliates,
including but not limited to treasury and securities services, asset and wealth
management services and other financial products. They have received,
and may in the future receive, customary service fees and
commissions.
Copies of
the Deposit Agreement, the Deed Poll and the Sponsor Agreement are attached
hereto as Exhibits 4.1, 4.2 and 10.1, respectively, and are incorporated herein
by reference. The foregoing description of the Deposit Agreement, the
Deed Poll and the Sponsor Agreement does not purport to be complete and is
qualified in its entirety by reference to such exhibits.
Item
7.01. Regulation FD Disclosure.
A copy of
the Listing Document referred to in Item 8.01 below is attached hereto as
Exhibit 99.1 and is furnished to, but not filed with, the Securities and
Exchange Commission.
The
Listing Document has been prepared in accordance with laws, regulations,
disclosure standards and practices of Hong Kong, and in Hong Kong format and
style, which differ from those applicable in the United
States. Neither the Securities and Exchange Commission nor any
securities commission of any state of the United States has passed upon the
adequacy or accuracy of the disclosure in the Listing Document.
Item
8.01. Other Events.
On
November 25, 2011, Hong Kong time, the Company published a listing document
(the “Listing Document”) in connection with its proposed secondary listing (the
“Proposed Listing”) of the HDRs on The Stock Exchange of Hong Kong Limited (the
“HKEx”) by way of introduction. A listing by way of introduction does
not involve raising capital. The primary listing for the Company’s
common stock will continue to be the New York Stock Exchange.
Dealings
in the HDRs on the HKEx are expected to commence at 9:00 am on December 1, 2011,
Hong Kong time.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
. The
following exhibits are being filed or furnished herewith:
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4.1
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Deposit
Agreement, dated November 24, 2011, between Coach, Inc. and JPMorgan Chase
Bank, N.A., as depositary
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4.2
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Deed
Poll, dated November 24, 2011, executed by Coach, Inc. and JPMorgan Chase
Bank, N.A., as depositary, pursuant to the deposit agreement in favor of
and in relation to the rights of the holders of the depositary
receipts
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10.1
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Sponsor
Agreement, dated November 24, 2011, between Coach, Inc. and J.P. Morgan
Securities (Asia Pacific) Limited, as sponsor
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23.1
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Consent
of Deloitte & Touche LLP
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99.1
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Listing
Document, dated November 25, 2011 (furnished under Item 7.01 of Form
8-K).
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SIGNATURE
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.
Dated: November
25, 2011
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COACH,
INC.
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By:
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/s/
Todd Kahn
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Todd
Kahn
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Executive
Vice President, General Counsel
and
Secretary
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EXHIBIT
INDEX
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4.1
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Deposit
Agreement, dated November 24, 2011, between Coach, Inc. and JPMorgan Chase
Bank, N.A., as depositary
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4.2
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Deed
Poll, dated November 24, 2011, executed by Coach, Inc. and JPMorgan Chase
Bank, N.A., as depositary, pursuant to the deposit agreement in favor of
and in relation to the rights of the holders of the depositary
receipts
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10.1
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Sponsor
Agreement, dated November 24, 2011, between Coach, Inc. and J.P. Morgan
Securities (Asia Pacific) Limited, as sponsor
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23.1
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Consent
of Deloitte & Touche LLP
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99.1
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Listing
Document, dated November 25, 2011 (furnished under Item 7.01 of Form
8-K).
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