LEVI STRAUSS & CO (Form: 8-K, Received: 12/23/2014 16:11:29)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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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): December 22, 2014

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LEVI STRAUSS & CO.

(Exact name of registrant as specified in its charter)

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DELAWARE	002-90139	94-0905160
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1155 BATTERY STREET

SAN FRANCISCO, CALIFORNIA 94111

(Address of principal executive offices, including zip code)

(415) 501-6000

(Registrant’s telephone number, including area code)

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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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



¨	Pre-commencement communication 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.

Effective on December 22, 2014, Levi Strauss & Co. (the “Company”) and stockholders holding two-thirds of the outstanding shares of common stock of the Company, who are parties to that certain Stockholders’ Agreement, dated April 15, 1996, (the “Stockholders’ Agreement”) amended the Stockholders’ Agreement (the “First Amendment”).

The First Amendment modifies the termination provisions set forth in Section 4.1 of the Stockholders’ Agreement so that the Stockholders’ Agreement will terminate upon the earliest to occur of (1) receipt of a written notice signed by stockholders holding at least two-thirds of the shares of common stock seeking to terminate the Stockholders’ Agreement, (2) 180 days following the consummation of an initial public offering (“IPO”) (or such earlier date following the consummation of an IPO that the Company’s Board of Directors may determine) and (3) April 15, 2019; provided that in the case of (3), the date may be extended for a maximum of two, two-year periods (that is, until April 15, 2021, and until April 15, 2023) upon a majority vote of the Board of Directors.

The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the First Amendment which is filed herewith as Exhibit 10.1 and is incorporated by reference.



ITEM 5.07	Submission of Matters to a Vote of Security Holders.

Effective December 22, 2014, stockholders of record holding two-thirds of the outstanding shares of the Company’s common stock, approved the First Amendment described in Item 1.01 of this Current Report on Form 8-K, in accordance with the Company’s Amended and Restated By-Laws, by means of an action by written consent, pursuant to Section 228 of the Delaware General Corporation Law.



ITEM 9.01	Financial Statements and Exhibits.

(d) Exhibits.



10.1		First Amendment, dated December 22, 2014, to the Stockholders’ Agreement, dated April 15, 1996, by and among the Company (as successor to LSAI Holding Corp.) and the stockholders.

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.




			LEVI STRAUSS & CO.

DATE:	December 22, 2014	By:	/s/ W ADE W. W EBSTER
		Name:	Wade W. Webster
		Title:	Vice President and Controller

EXHIBIT INDEX



Exhibit Number		Description

10.1		First Amendment, dated December 22, 2014, to the Stockholders’ Agreement, dated April 15, 1996, by and among the Company (as successor to LSAI Holding Corp.) and the stockholders.

Exhibit 10.1

FIRST AMENDMENT TO THE

STOCKHOLDERS’ AGREEMENT

THIS FIRST AMENDMENT TO THE STOCKHOLDERS’ AGREEMENT (this “ Amendment ”), dated as the Amendment Effective Date (as defined below), is made and entered into by and among Levi Strauss & Co. (as successor to LSAI Holding Corp.), a Delaware corporation (the “ Company ”), and the holders of at least two-thirds of the outstanding Shares (as defined in the Stockholders' Agreement) at the time of the Amendment Effective Date. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Stockholders’ Agreement.

WHEREAS, on April 15, 1996, the Company and the stockholders of the Company named therein entered into that certain Stockholders’ Agreement, dated April 15, 1996 (as amended, restated or modified from time to time, the “ Stockholders’ Agreement ”); and

WHEREAS, pursuant to, and in accordance with, Section 4.5 of the Stockholders’ Agreement, the Company and the Stockholders desire to amend the Stockholders’ Agreement as set forth in this Amendment.

NOW, THEREFORE, in consideration of the mutual promises, representations, warranties, covenants, and conditions set forth in this Amendment, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I

AMENDMENTS

Section 1.1 Amendment of Section 4.1 . Section 4.1 of the Stockholders’ Agreement is hereby deleted in its entirety and replaced with the following:

4.1 Term . The term of this Agreement shall commence on April 15, 1996 (the “Effective Date”) and shall terminate upon the earliest to occur of: (a) the execution and delivery of a written agreement to that effect by the holders of record of at least two-thirds of the Shares then outstanding, (b) 180 days following the consummation of an initial public offering and sale of Common Stock for cash pursuant to an effective registration statement on Form S-1 or any successor form under the Securities Act of 1933, as amended (an “ IPO ”) (or such earlier date following the consummation of an IPO that the Board shall determine) and (c) April 15, 2019; provided that in the case of this clause (c), such date may be extended for a maximum of two, two-year periods (that is, until April 15, 2021 and until April 15, 2023) upon a majority vote of the Board of Directors (the occurrence of the first of (a), (b) and (c), including any extensions, being the “ Termination Date ”); provided that in the case of clause (a) or (c), Section 2.9 of this Agreement shall not terminate until the fifth anniversary of the Termination Date.

MISCELLANEOUS

Section 1.2 Effect of Amendment . This Amendment shall not constitute an amendment or modification of any provision of, or schedule or exhibit to, the Stockholders’ Agreement not expressly referred to in this Amendment. Except as expressly amended or modified in this Amendment, the provisions of the Stockholders’ Agreement are and remain in full force and effect. Whenever the Stockholders’ Agreement is referred to in the Stockholders’ Agreement or in any other agreement, document or instrument, such reference shall be deemed to be to the Stockholders’ Agreement, as amended by this Amendment, whether or not specific reference is made to this Amendment.

Section 1.3 Governing Law . This Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware (without regard to any conflicts of laws principles thereof).

Section 1.4 Counterparts; Amendment Effective Date . This Amendment may be executed in any number of counterparts, all of which together shall constitute one instrument, each of which may be executed by less than all of the Stockholders, and shall be effective (the " Amendment Effective Date ") and enforceable against the Company and each of the Stockholders upon the execution by Company of this Amendment in accordance with Section 4.5 of the Stockholders' Agreement and the execution and delivery to the Company of counterparts to this Amendment by the holders of at least two-thirds of the outstanding Shares at the time of the delivery of the last counterpart to this Amendment comprising at least two-thirds of the outstanding Shares.

Section 1.5 Severability . The Stockholders and the Company hereto agree that the terms and provisions in this Amendment are reasonable and shall be binding and enforceable in accordance with the terms hereof and, in any event, that the terms and provisions of this Amendment shall be enforced to the fullest extent permissible under law. In the event that any term or provision of this Amendment shall for any reason be adjudged to be unenforceable or invalid, then such unenforceable or invalid term or provision shall not affect the enforceability or validity of the remaining terms and provisions of this Amendment, and the Stockholders and the Company hereby agree to replace such unenforceable or invalid term or provision with an enforceable and valid arrangement which in its economic effect shall be as close as possible to the unenforceable or invalid term or provision.

Section 1.6 Titles and Subtitles . The titles and subtitles used in this Amendment are used for convenience only and are not to be considered in construing or interpreting this Amendment.

Section 1.7 Further Assurances . The Stockholders agree, without further consideration, to execute such further instruments and to take such further actions as may be necessary or desirable to carry out the purposes and intent of this Amendment.

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The foregoing Amendment is hereby executed as of the Amendment Effective Date.

THE COMPANY

LEVI STRAUSS & CO. (as successor to LSAI Holding Corp.)

By:
Name: Charles V. Bergh
Title: President and Chief Executive Officer

Date: December 22, 2014

First Amendment to the Stockholders’ Agreement

The foregoing Amendment is hereby executed as of the Amendment Effective Date.

STOCKHOLDERS

By:
    Name:
    Title:

Address

Date: _______________________________

First Amendment to the Stockholders’ Agreement