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): June 7, 2006
PERRY ELLIS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
| Florida | 0-21764 | 59-1162998 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
| 3000 N.W. 107th Avenue Miami, Florida |
33172 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (305) 592-2830
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Securities 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 1.01 Entry into a Material Definitive Agreement
On June 7, 2006, one of Perry Ellis International, Inc.’s (the “Company”) subsidiaries, Tampa DC, LLC (the “Borrower”), executed a promissory note (the “Note”) in the principal amount of $15,000,000 in favor of Commercebank, N.A. (the “Lender”). The Note bears interest at the rate of 6.25% per annum for the first five years and thereafter interest will be based on a formula set forth in the Note and elected by the Borrower. The Note is payable in equal quarterly installments of principal and interest beginning on September 30, 2006 and matures on June 7, 2016.
The Note is secured by a mortgage on the Borrower’s 305,000 square foot distribution facility in Tampa, Florida. As additional security for the Borrower’s obligations under the Note, the Company executed a continuing guaranty.
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits |
| Exhibt No. | Exhibit Description | |
| 10.1 | Promissory Note dated June 7, 2006 in favor Commercebank, N.A. | |
| 10.2 | Mortgage and Security Agreement dated June 7, 2006 in favor Commercebank, N.A. | |
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 hereunto duly authorized.
| PERRY ELLIS INTERNATIONAL, INC. | ||||
| Date: June 13, 2006 | By: | /s/ Rosemary B. Trudeau | ||
| Name: | Rosemary B. Trudeau | |||
| Title: | VP Finance | |||
Exhibit Index
| Exhibit No. | Description | |
| 10.1 | Promissory Note dated June 7, 2006 in favor Commercebank, N.A. | |
| 10.2 | Mortgage and Security Agreement dated June 7, 2006 in favor Commercebank, N.A. | |