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: January 2020
Commission File Number: 001-38544
NAKED BRAND GROUP LIMITED
(Translation of registrant’s name into English)
c/o Bendon Limited, Building 7C, Huntley Street, Alexandria, NSW 2015, Australia
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F [X] 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): [ ]
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): [ ]
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 [X]
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-___________.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On January 13, 2020, Naked Brand Group Limited (the “Company”) appointed Cheryl Durose as the Company’s Chief Financial Officer. Ms. Durose is replacing David Adams.
Ms. Durose, 48 years old, has over 20 years of experience in key finance, planning and business partnering roles with high profile businesses. Prior to joining the Company, Ms. Durose spent 10 years in several roles within The Warehouse Group. Most recently, from 2017 to 2019, she served as the Chief Financial Officer of the Noel Leeming and Torpedo7 Group (part of The Warehouse Group), a retailer specializing in consumer electronics, appliances, bike, apparel and outdoor adventure. She also served in several roles of increasing responsibility at Warehouse Stationary Limited (part of The Warehouse Group), a retailer specializing in technology, office and stationery equipment. From 2009 to 2011, she was Finance Manager, from 2011 to 2014, she was Head of Finance, and from 2014 to 2017, she was Chief Financial Officer of Warehouse Stationary Limited. Prior to joining The Warehouse Group, from 1994 to 2008, she served in a several roles with adidas UK Ltd and adidas Area North Europe and as a consultant to adidas (NZ) Ltd. Ms. Durose received her Bachelor of Science (with honors) from Salford University, UK. She is qualified under the Chartered Institute of Management Accountants.
In connection with her appointment, Ms. Durose entered into an employment agreement with Bendon Limited (“Bendon”), the Company’s wholly owned operating subsidiary. Under the employment agreement, Ms. Durose will receive a salary at an annual rate of NZ$255,000. Her employment may be terminated upon one month’s notice by either party. Bendon also may terminate her employment upon two weeks’ notice in the event Ms. Durose becomes disabled and may summarily dismiss Ms. Durose for any serious misconduct. The employment agreement contains provisions protecting the confidentiality of the Company’s information and assigning all intellectual property rights to the Company. The employment agreement also contains restrictions (i) on Ms. Durose’s ability to entice away employees of the Company and its subsidiaries, or discourage them from being employed by the Company or its subsidiaries, for the period of her employment and for six months thereafter, and (ii) on her ability to accept business from or provide services to customers of the Company and its subsidiaries, or solicit or entice away such customers, for six months after her employment.
Other Events
Attached as Exhibit 99.1 to this report is a press release dated January 14, 2020, issued by the Company, announcing Ms. Durose’s appointment.
The information contained in this Form 6-K, other than information under “Other Events” above and other than Exhibit 99.1 hereto, shall be incorporated by reference in the Company’s registration statements on Form F-3 (File Nos. 333-226192, 333-230757, 333-232229 and 333-235801) and the prospectuses included therein.
Exhibits and Financial Statements
| Exhibit No. | Description | |
| 99.1 | Press release. |
| 2 |
SIGNATURE
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.
Dated: January 14, 2020
| NAKED BRAND GROUP LIMITED | ||
| By: | /s/ Justin Davis-Rice | |
| Name: | Justin Davis-Rice | |
| Title: | Executive Chairman | |
| 3 |
Exhibit 99.1
Naked Brand Group Limited Announces Completion of Executive Team Appointments
Key Hires Across Finance, Retail, Technology, Logistics and Merchandise to Lead the Business Back to Profitability
SYDNEY - January 14, 2020 — Naked Brand Group Limited (Nasdaq: NAKD) (“Naked” or the “Company”), a global leader in intimate apparel and swimwear, has announced new key executive management appointments under Chief Executive Officer Anna Johnson across finance, retail, technology, logistics and merchandise departments to lead the business through the completion of the strategic turnaround and back to profitability.
Cheryl Durose joins Naked as Chief Financial Officer, having formerly spent 10 years at The Warehouse Group (NZE: WHS), where she oversaw the finances of several brands with a combined $1 billion in sales annually. Previously, she held several senior finance roles with Adidas UK. Ms. Durose brings with her substantial experience in retail operations and strategic financial planning of public companies. She previously worked closely with Ms. Johnson at The Warehouse Group, where Ms. Johnson served as general manager prior to rejoining Naked as CEO.
Angela Mana-Tupara has been appointed General Manager – Retail, bringing with her over 13 years of experience in retail operations and senior management. Ms. Mana-Tupara joins Naked from the global firm Cotton On Group, where she sat on the executive team leading strategic projects, including spearheading the Cotton on Kids brand.
Chin Edirisuriya joins Naked as General Manager – Technology & Transformation, joining the company from Hewlett Packard, where he spent nine years in senior leadership positions. Most recently Mr. Edirisuriya led the PC Category business, driving 16 quarters of growth and leading several strategic transformation projects. Prior to HP, Mr. Edirisuriya worked with current Naked CEO Anna Johnson at Harvey Norman.
Lyle Cardy has been appointed as General Manager – Logistics, joining the company from The Warehouse Group, where he led several strategic initiatives to solidify The Warehouse Group’s distribution, logistical network and supply chain. Mr. Cardy’s depth of experience in all aspects of logistics is expected to help drive operational synergies throughout Naked’s global operating platform.
Kirsty McKeown re-joins Naked as General Manager – Merchandise, having previously worked with Naked in numerous merchandise roles over a nine-year period. Immediately prior to re-joining Naked, Ms. McKeown served as Head of Merchandise at Signature Rugs, leveraging her extensive experience in overseas sourcing and production to drive forward key initiatives.
“I am truly thrilled to announce this suite of key hires, each a seasoned operator in their respective fields, who I have no doubt will create value for Naked and its shareholders,” said Anna Johnson, Chief Executive Officer of Naked Brand Group. “I would like to thank David Adams, our interim Chief Financial Officer prior to Ms. Durose’s hire, for his hard work to get Naked to where it is today. We all wish him the best in his future endeavors. On the corporate level, our strategic turnaround is progressing, and I look forward to what the future holds for our revitalized company.”
Further details about the appointment of Ms. Durose are available on a Form 6-K filed by the Company, which is accessible in the investor relations section of the Company’s website at www.nakedbrands.com and through the U.S. Securities and Exchange Commission’s website here.
About Naked Brand Group Limited:
Naked Brand Group Limited (NASDAQ: NAKD) is a leading intimate apparel and swimwear company with a diverse portfolio of brands. The company designs, manufactures and markets a portfolio of 11 company-owned and licensed brands, catering to a broad cross-section of consumers and market segments. Brands include Naked, Bendon, Bendon Man, Davenport, Fayreform, Hickory, Lovable, Pleasure State, Heidi Klum Intimates, Heidi Klum Man, Heidi Klum Swim and Fredericks of Hollywood. For more information please visit www.nakedbrands.com.
Forward-Looking Statements:
This communication contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical facts. Such statements may be, but need not be, identified by words such as “may,” “believe,” “anticipate,” “could,” “should,” “intend,” “plan,” “will,” “aim(s),” “can,” “would,” “expect(s),” “estimate(s),” “project(s),” “forecast(s)”, “ positioned,” “approximately,” “potential,” “goal,” “pro forma,” “strategy,” “outlook” and similar expressions. Examples of forward-looking statements include, among other things, statements regarding continued trading in our securities on Nasdaq, future financial performance, future cost savings, future growth in our business, trends in our industry, product innovation, operational expansion and restructuring initiatives. All such forward-looking statements are based on management’s current beliefs, expectations and assumptions, and are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed or implied in this communication. Among the key factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements are the following: the risk that our restructuring initiative does not achieve the expected benefits; our ability to maintain sufficient inventory; the risk that we do not regain, or do not thereafter maintain, compliance with Nasdaq’s continued listing standards; difficulties in maintaining customer, supplier, employee, operational and strategic relationships; the possibility that a robust market for our shares may not develop; our ability to raise additional financing; our ability to anticipate consumer preferences; and the other risks and uncertainties set forth under “Risk Factors” in our Annual Report on Form 20-F for the fiscal year ended January 31, 2019, as amended. Further, investors should keep in mind that our revenue and profits can fluctuate materially depending on many factors. Accordingly, our revenue and profits in any particular fiscal period may not be indicative of future results. We are under no obligation to, and expressly disclaim any obligation to, update or alter our forward-looking statements, whether as a result of new information, future events, changes in assumptions or otherwise, except as required by law.
Investor Contact:
Chris Tyson
MZ North America
chris.tyson@mzgroup.us
949-491-8235