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 14, 2006 (March 13, 2006)
Retail Ventures, Inc.
(Exact name of registrant as specified in its charter)
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| Ohio |
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1-10767 |
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20-0090238 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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( IRS Employer
Identification No.) |
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| 3241 Westerville Road, Columbus, Ohio |
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43224 |
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| (Address of principal executive offices)
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(Zip Code) |
(614) 471-4722
(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 filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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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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o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
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| ITEM 3.02 |
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UNREGISTERED SALES OF EQUITY SECURITIES. |
On March 13, 2006, Retail Ventures, Inc. (the “Company”) issued 2,000,000 of its common
shares, without par value, to Cerberus Partners, L.P. (“Cerberus”) in connection with Cerberus’
exercise of a portion of its outstanding convertible warrants that were originally issued by the
Company on July 5, 2005. The common shares were issued at an exercise price of $4.50 per share for
an aggregate cash purchase price of $9,000,000. In connection with this issuance, no underwriters
were utilized and no commissions were paid. Following this exercise, Cerberus’ remaining
convertible warrants entitle Cerberus to acquire from the Company, upon exercise and payment of the
exercise price, either 6,333,333 of the Company’s common shares or 1,500,001 Class A Common Shares of DSW
Inc., a controlled subsidiary of the Company.
The issuance and sale of the Company’s common shares discussed above were exempt from the
registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), under
Section 4(2) of the Securities Act and the safe harbor private offering exemption provided by Rule
506 promulgated under the Securities Act as transactions which did not involve a public offering.