REG - Dest Maternity CorpMothercare PLC - Form 8 (OPD) Destination Maternity Corporation <Origin Href="QuoteRef">MTC.L</Origin>

MothercareAnnouncement

06/09/2014 16:48

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RNS Number : 5938M
Destination Maternity Corporation
17 July 2014 
 
REPLACEMENT FORM 8 (OPD) (DESTINATION MATERNITY) 
 
FORM 8 (OPD) 
 
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER 
 
Rules 8.1 and 8.2 of the Takeover Code (the "Code") 
 
AMENDMENT - CHANGES TO SECTIONS 3.1 and 3.2 
 
1.         KEY INFORMATION 
 
 (a) Identity of the party to the offer making the disclosure:                                                                    Destination Maternity Corporation ("Destination Maternity")  
 (b) Owner or controller of interests and short positions disclosed, if different from 1(a):                                      N/A                                                          
 (c) Name of offeror/offeree in relation to whose relevant securities this form relates:                                          Destination Maternity Corporation                            
 (d) Is the party to the offer making the disclosure the offeror or the offeree?                                                  Offeror                                                      
 (e) Date position held:                                                                                                          15 July 2014                                                 
 (f)  Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer?  Yes, Mothercare plc                                          
 
 
2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE 
 
(a)        Interests and short positions in the relevant securities of the
offeror or offeree to which the disclosure relates 
 
 Class of relevant security:                       Shares of Common Stock (excluding treasury shares)  
                                                   Interests                                           Short positions  
 Number                                            %                                                   Number           %  
 (1) Relevant securities owned and/or controlled:  0                                                   0                0  0  
 (2) Derivatives (other than options):             0                                                   0                0  0  
 (3) Options and agreements to purchase/sell:      0                                                   0                0  0  
 TOTAL:                                            0                                                   0                0  0  
 
 
(b)        Rights to subscribe for new securities 
 
 Class of relevant security in relation to which subscription right exists:   N/A  
 Details, including nature of the rights concerned and relevant percentages:  N/A  
 
 
(c)        Irrevocable commitments and letters of intent 
 
 Details of any irrevocable commitments or letters of intent procured by the party to the offer making the disclosure or any person acting in concert with it (see Note 3 on Rule 2.11 of the Code):  
 None                                                                                                                                                                                                 
 
 
3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER
MAKING THE DISCLOSURE 
 
 Details of any interests, short positions and rights to subscribe of any person acting in concert with the party to the offer making the disclosure:  
 See below                                                                                                                                             
 
 
3.1        Destination Maternity Directors 
 
                        Shares of Common Stock Held (1)  Percentage of total issued common stock (excluding treasury shares) (2)  
 Ed Krell               168,981                          1.23                                                                     
 Arnaud Ajdler          38,476                           0.28                                                                     
 Barry Erdos            24,000                           0.18                                                                     
 Michael Blitzer        8,000                            0.06                                                                     
 Joseph Goldblum        75,098                           0.55                                                                     
 William Schwartz, Jr.  33,868                           0.25                                                                     
 Melissa Payner-Gregor  21,776                           0.16                                                                     
 Allen Weinstein        20,000                           0.15                                                                     
 
 
(1)Includes shares of Destination Maternity common stock (including shares of
restricted stock) held by the directors and, to their knowledge after inquiry,
their close relatives (whether directly or in trust). 
 
(2) Based on 13,703,971 outstanding shares of Destination Maternity common
stock (as at 15 July 2014). 
 
3.2        Directors' Options 
 
                        Options Held  
 Ed Krell               133,357 (3)   
 William Schwartz, Jr.  20,000 (4)    
 
 
(3) These options were issued to Mr. Krell pursuant to Destination Maternity's
2005 Equity Incentive Plan (as amended).  For further information regarding
these equity awards please see Destination Maternity's most recently filed
Proxy Statement which is available on Destination Maternity's website at
http://www.DestinationMaternityCorp.com.  The options held by Mr. Krell are
comprised of: 
 
(a)  options to acquire 24,000 shares of Destination Maternity Common Stock
(which are the remaining balance of a grant of 60,000 options granted on
January 29, 2010) at an exercise price of $11.89 per share.  The options vest
and are exercisable in five (5) equal annual installments beginning on January
29, 2011. 12,000 of the 24,000 remaining outstanding January 29, 2010 options
are unvested; 
 
(b)  options to acquire 40,000 shares of Destination Maternity Common Stock
granted on March 3, 2011 at an exercise price of $22.13 per share.  The
options vest and are exercisable in five (5) equal annual installments
beginning on March 3, 2012.  16,000 of the 40,000 outstanding March 3, 2011
options are unvested; 
 
(c)   options to acquire 28,604 shares of Destination Maternity Common Stock
granted on March 6, 2012 at an exercise price of $18.20 per share.  The
options vest and are exercisable in four (4) equal annual installments
beginning on November 18, 2012.  14,302 of the 28,604 outstanding March 6,
2012 options are unvested; 
 
(d)  options to acquire 23,230 shares of Destination Maternity Common Stock
granted on November 16, 2012 at an exercise price of $19.89 per share.  The
options vest and are exercisable in four (4) annual installments as follows:
5,807 shares vest on each of November 16, 2013 and November 16, 2015, and
5,808 shares vest on each of November 16, 2014 and November 16, 2016.  17,423
of the 23,230 outstanding November 16, 2012 options are unvested; and 
 
(e)  options to acquire 17,523 shares of Destination Maternity Common Stock
granted on December 4, 2013 at an exercise price of $30.50 per share.  The
options vest and are exercisable in four (4) annual installments as follows:
4,380 shares vest on December 4, 2014, and 4,381 shares vest on each of
December 4, 2015, December 4, 2016, and December 4, 2017.  All December 4,
2013 options are unvested. 
 
(4) These options were issued to Mr. Schwartz pursuant to Destination
Maternity's 2005 Equity Incentive Plan (as amended).  For further information
regarding these equity awards please see the Destination Maternity's most
recently filed Proxy Statement which is available on the Destination
Maternity's website at http://www.DestinationMaternityCorp.com.  The options
held by Mr. Schwartz are comprised of: 
 
(a)  options to acquire 10,000 shares of Destination Maternity Common Stock
granted on January 21, 2005 at an exercise price of $6.86 per share.  The
options were fully vested on January 21, 2005; and 
 
(b)  options to acquire 10,000 shares of Destination Maternity Common Stock
granted on January 20, 2006 at an exercise price of $6.48 per share.  The
options were fully vested on January 20, 2006. 
 
3.3        Advisers to Destination Maternity (5) 
 
Bank of America Merrill Lynch 
 
 Class of relevant security:                       Shares of Common Stock  
                                                   Interests               Short positions  
 Number                                            %                       Number           %  
 (1) Relevant securities owned and/or controlled:  0                       0                0  0  
 (2) Derivatives (other than options):             0                       0                0  0  
 (3) Options and agreements to purchase/sell:      0                       0                0  0  
 TOTAL:                                            0                       0                0  0  
 
 
(5) The information in this section was provided to Destination Maternity by
the relevant adviser 
 
4.         OTHER INFORMATION 
 
(a)        Indemnity and other dealing arrangements 
 
 Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it:  
 None                                                                                                                                                                                                                                                                                                     
 
 
(b)        Agreements, arrangements or understandings relating to options or
derivatives 
 
 Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to:(i)  the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:  
 None                                                                                                                                                                                                                                                                                                                                                                                                           
 
 
(c)        Attachments 
 
Are any Supplemental Forms attached? 
 
 Supplemental Form 8 (Open Positions)  No  
 Supplemental Form 8 (SBL)             No  
 
 
 Date of disclosure:  17 July 2014                                    
 Contact name:        Peter Bell / David Russell / David Finkelstein  
 Telephone number:    +44 207 996 1000                                
 
 
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