UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of February, 2012
Commission File Number: 000-11743
WACOAL HOLDINGS CORP.
(Translation of registrant’s name into English)
29, Nakajima-cho, Kisshoin, Minami-ku
Kyoto, Japan
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F þ Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ¨ No þ
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- N/A
Information furnished on this form:
| Exhibit |
Date |
Description of Exhibit | ||
| 1 |
February 21, 2012 | |||
SIGNATURES
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, thereunto duly authorized.
| WACOAL HOLDINGS CORP. (Registrant) | ||
| By: | /s/ Ikuo Otani | |
| Ikuo Otani | ||
| Managing Director and General Manager of Corporate Planning | ||
Date: February 21, 2012
[Translation]
February 21, 2012
To whom it may concern:
WACOAL HOLDINGS CORP.
Yoshikata Tsukamoto, President and
Representative Director
(Code Number: 3591)
(Tokyo Stock Exchange, First Section)
(Osaka Securities Exchange, First Section)
Ikuo Otani, Managing Director and
General Manager of Corporate Planning
(Telephone: +81 (075)682-1010)
Announcement regarding Determination of Extraordinary Loss
related to Lecien’s Withdrawal from Employee’s Pension Fund
On November 28, 2011, we announced in our “Announcement regarding Extraordinary Loss related to Lecien’s Withdrawal from Employee’s Pension Fund” that Lecien Corporation (“Lecien”), our subsidiary, decided to withdraw from Kyoto Orimono Oroshi-Sho Pension Fund (the “Fund”) and that we were expecting to record an extraordinary loss of approximately 785 million yen as an unrecorded amount of a special premium incurred upon withdrawal. In connection therewith, the board of representatives of the Fund approved said withdrawal effective as of March 31, 2012 at a meeting held on February 20, 2012, and the amount of extraordinary loss has been determined as follows:
Details
| 1. | Extraordinary Loss (nonconsolidated) Related to Withdrawal |
Lecien will contribute 1,580 million yen as a special premium incurred upon withdrawal from the Fund and will record an extraordinary loss of 805 million yen. These respective amounts were anticipated to be approximately 1,560 million yen and approximately 785 million yen in our “Announcement regarding Extraordinary Loss related to Lecien’s Withdrawal from Employee’s Pension Fund” released on November 28, 2011.
The extraordinary loss of 805 million yen takes into consideration the amount of contribution attributable to the underfunding amount of the pension fund previously recorded as of the end of the previous fiscal year, and will be recorded during the fourth quarter of the fiscal year ending March 2012.
| 2. | Impact on Our Consolidated Business Results |
Out of the extraordinary loss of 805 million yen incurred by Lecien, we have already included 785 million yen, which was anticipated, in our business results for the third quarter of the fiscal year ending March 2012, and we believe the impact on our consolidated business results for the fiscal year ending March 2012 will be insignificant.
*Cautionary Statement
This press release contains forward-looking statements that are based on our current expectations, assumptions, estimates and projections about us and our industry. You can identify these statements by the fact that they do not relate strictly to historic or current facts. The forward-looking statements discuss future expectations, identify strategies, contain projections of results of operations or of financial condition, or state other “forward-looking” information and are subject to risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, our actual results may vary materially from those we currently anticipate.
These risks, uncertainties and other factors include: the impact of the ongoing global economic downturn and financial crisis; the impact of weak consumer spending in Japan and our other markets on our sales and profitability; the impact on our business of anticipated continued weakness of department stores and other general retailers in Japan; our ability to successfully develop, manufacture, market and sell products in Japan and our other markets that meet the changing tastes and needs of consumers and to deliver high quality products; the highly competitive nature of our business and the strength of our competitors; our ability to successfully expand and operate our network of specialty retail stores and achieve profitable operations at these stores; our ability to further develop our catalog and Internet sales capabilities; our ability to effectively manage our inventory levels; our ability to reduce costs; our ability to attract and retain highly qualified personnel; effects of irregular weather events on our business and performance; risks related to conducting our business internationally; risks from acquisitions and other strategic transactions with third parties; risks from disputes relating to intellectual property; our ability to fully comply with all applicable laws and regulations regarding the protection of customer information and our ability to protect our trade secrets; our ability to establish and maintain effective internal controls; the impact of weakness in the Japanese equity markets on our holdings of Japanese equity securities; direct or indirect adverse effects on the Company of the major earthquake and tsunami that struck Northeast Japan on March 11, 2011 and the impact of any other natural disaster or epidemic on our business; risks of not successfully collecting return of investment in new markets; and other risks referred to from time to time in Wacoal Holdings’ filings on Form 20-F of its annual report and other filings with the United States Securities and Exchange Commission.
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