UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):
September 8, 2004 (September 1, 2004)
Innovo Group Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-18926 11-2928178
(Commission File Number) (IRS Employer Identification No.)
5804 East Slauson Avenue, Commerce, California 90040
(Address of Principal Executive Offices) (Zip Code)
(323) 725-5516
(Registrant's Telephone Number, Including Area Code)
N/A
(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):
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.02 Termination of Material Definitive Agreement.
On September 1, 2004, the Registrant's accessory subsidiary,
Innovo Inc., executed a letter agreement, attached hereto and
incorporated herein by reference as Exhibit 10.1 to this Current
Report on Form 8-K, with IP Holdings LLC, the assignee of the
Bongo(R) mark to provide for the early termination of its license
for bags and small leather/pvc goods bearing the Bongo(R) mark.
The parties mutually agreed to the early termination of the
license agreement to be effective as of December 31, 2004. In
addition, the parties agreed to a reduced royalty rate of two and
one-half percent of net sales instead of the five percent
royalty rate in the original license agreement for product
shipped between August 1, 2004 and December 31, 2004. Innovo
will continue to pay a two percent advertising royalty on net
sales, but has no further obligation to contribute money to
produce product samples, fees or for the participation of staff
members in all brand events and tradeshows. Both parties
will be absolved of all other contractual matters as of
December 31, 2004.
ITEM 5.02 Departure of Directors or Principal Officers; Election
of Directors; Appointment of Principal Officers.
On September 3, 2004, Patricia Anderson, the Registrant's
President and a member of its Board of Directors, resigned as
President and Director effective as of close of business on
September 3, 2004, to pursue other interests.
On September 3, 2004, the Registrant's Board of Directors
appointed Marc B. Crossman, the Registrant's Chief Financial
Officer and a member of its Board of Directors, to the position
of President, in addition to his other positions.
On September 8, 2004, the Registrant issued a press release,
which is attached hereto and incorporated herein by reference as
Exhibit 99.1 to this Current Report on Form 8-K, regarding the
resignation of Ms. Anderson and the subsequent appointment of Mr.
Crossman to fill the position of President of Innovo Group Inc.
ITEM 9.01 Financial Statements and Exhibits
(c) Exhibits.
Exhibit
Number Description
Exhibit 10.1 Letter Agreement between IP Holdings LLC and
Innovo Inc.
Exhibit 99.1 Press Release dated September 8, 2004
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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.
INNOVO GROUP INC.
(Registrant)
Date: September 8, 2004 By: /s/ Samuel J. Furrow, Jr.
---------------------------
Samuel J. Furrow, Jr.
Chief Executive Officer and
Director
(Principal Executive Officer)
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Exhibit Index
Exhibit
Number Description
Exhibit 10.1 Letter Agreement between IP Holdings LLC and
Innovo Inc.
Exhibit 99.1 Press Release dated September 8, 2004