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 October, 2014

Commission file number: 001-32635

 

 

BIRKS GROUP INC.

(Translation of Registrant’s name into English)

 

 

1240 Phillips Square

Montreal Québec

Canada

H3B 3H4

(Address of principal executive office)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

x   Form 20-F             ¨   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):   ¨

Note : Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

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):   ¨

Note : Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

 

 

 


EXPLANATORY NOTE:

 

  1. A PPOINTMENT OF C HIEF F INANCIAL AND A DMINISTRATIVE O FFICER

Birks Group Inc. (the “Company”) entered into an employment agreement dated October 30, 2014 (the “Agreement”) with Mr. Pat Di Lillo, who will begin as Vice President, Chief Financial and Administrative Officer effective on or about January 5, 2015.

Mr. Di Lillo is Chartered Professional Accountant, CA and has over 30 years of experience in finance and accounting. Mr. Di Lillo is currently Senior Vice President, and Corporate Controller at SNC-Lavalin Group Inc., one of the world’s largest engineering and construction companies, and has been with SNC-Lavalin Group since August 2007. Prior thereto, he was at KPMG LLP, a large public accounting firm, from October 1983 to August 2007 having been appointed a partner in 1995. He holds a Bachelor of Commerce from Concordia University, a Diploma of Public Accountancy from McGill University and Chartered Professional Accountant Designation from l’Ordre des comptables professionnels agréés du Québec .

The Agreement provides Mr. Di Lillo with a base salary of CDN$325,000, a signing bonus of $90,000 payable by April 30, 2015, a minimum guaranteed bonus of CDN$60,000 for fiscal year ending March 26, 2016, an option to purchase 50,000 shares of the Company’s Class A common stock that will vest over three years and other health and retirement contribution benefits. In the event that Mr. Di Lillo is terminated without “cause” or resigns for “good reason,” as these terms are defined in the Agreement, the Agreement provides that Mr. Di Lillo will receive (i) any earned and accrued but unpaid base salary, (ii) up to six months of salary in lieu of further salary or severance payments, which may be increased by one additional month after two years of service for each additional year of service thereafter up to a maximum of twelve months after eight years of service, (iii) certain health benefits for the period that the severance will be payable in (ii), and (iv) his bonus through the date of termination and up to six months average annual bonus. Mr. Di Lillo is prohibited from competing with the Company during his employment and for a period of twelve-months thereafter.

In addition, there are no family relationships between Mr. Di Lillo and any director or other executive officer of the Company and there are no related party transactions between the Company and Mr. Di Lillo.

 

  2. I NTERIM C HIEF F INANCIAL O FFICER

As previously announced, due to the departure of the Company’s Executive Vice President and Chief Financial Officer, Mr. Jefferey Morris was appointed Vice President and Interim Chief Financial Officer until a permanent appointment for the position is made. In connection with the appointment, Mr. Morris has the right to receive a retention bonus of US$113,500 (the “Retention Bonus”) in the event that he remains in the continuous and active employment with the Company until the filing of the Company’s Form 20-F for the fiscal year ending March 28, 2015 with the Securities and Exchange Commission (the “2015 Form 20-F”). If earned, the Retention Bonus is payable within two (2) weeks of the filing of the 2015 Form 20-F. Mr. Morris has informed the Company that his current intention is to remain with the Company until the filing of the 2015 Form 20-F.

CONTENTS:

The following document of the Registrant is submitted herewith:

 

99.1 Press Release dated November 11, 2014.


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.

 

    BIRKS GROUP INC.
    (Registrant)
    By:  

/s/ Miranda Melfi

      Miranda Melfi
Date: November 11, 2014       Vice President, Legal Affairs and Corporate Secretary


EXHIBIT INDEX

 

Exhibit
Number

  

Description

Exhibit 99.1    Press release dated November 11, 2014.

Exhibit 99.1

 

LOGO

 

  

Company Contact:

Eva Hartling

Vice President, Marketing and

Communications

Birks Group Inc.

1-514-397-2496

ehartling@birksgroup.com

  

Birks Group Announces Appointment of Chief Financial and Administrative Officer

Montreal, Quebec, November 11, 2014 – Birks Group Inc. (“Birks Group” or the “Company”) is pleased to announce that Pat Di Lillo has been appointed Vice President, Chief Financial and Administrative Officer, effective early January 2015.

Mr. Di Lillo is a Chartered Professional Accountant, CA and has over 30 years of experience in finance and accounting. Mr. Di Lillo is currently Senior Vice President, and Corporate Controller at one of the world’s largest engineering and construction companies, and has been with such company since August 2007. Prior thereto, he was at one of the Big 4 public accounting firms from October 1983 to August 2007 having been appointed a partner in 1995. He holds a Bachelor of Commerce from Concordia University, a Diploma of Public Accountancy from McGill University and Chartered Professional Accountant Designation from l’Ordre des comptables professionnels agréés du Québec .

In making the announcement, Mr. Jean-Christophe Bédos, said: “I am very pleased to welcome Pat Di Lillo to Birks Group. His experience and knowledge in finance and accounting will be key assets for Birks Group as we continue the development of the Birks product brand and the transformation of our stores network in North America.”

About Birks Group Inc.

Birks Group is a leading operator of luxury jewelry stores in the United States and Canada. As of October 31, 2014, the Company operated 28 stores under the Birks brand in most major metropolitan markets in Canada, 18 stores in Florida and Georgia under the Mayors brand, one store under the Rolex brand name and two retail locations in Calgary and Vancouver under the Brinkhaus brand. Birks was founded in 1879 and developed over the years into Canada’s premier retailer, designer and manufacturer of fine jewelry, timepieces, sterling and plated silverware and gifts. Mayors was founded in 1910 and has maintained the intimacy of a family-owned boutique while becoming renowned for its fine jewelry, timepieces, giftware and service. Additional information can be found on Birks Group web site, www.birksgroup.com .

 

1


-30-

Forward Looking Statements

This press release contains certain “forward-looking” statements concerning the Company’s performance and strategies. Because such statements include various risks and uncertainties, actual results might differ materially from those projected in the forward-looking statements and no assurance can be given that we will meet the results projected in the forward-looking statements. These risks and uncertainties include, but are not limited to the following: (i) economic, political and market conditions, including the economies of the U.S. and Canada, which could adversely affect our business, operating results or financial condition, including our revenue and profitability, through the impact of changes in the real estate markets (especially in the state of Florida), changes in the equity markets and decreases in consumer confidence and the related changes in consumer spending patterns, the impact on store traffic, tourism and sales; (ii) the impact of fluctuations in foreign exchange rates, increases in commodity prices and borrowing costs and their related impact on the Company’s costs and expenses; and (iii) the Company’s ability to maintain and obtain sufficient sources of liquidity to fund its operations, to achieve planned sales, gross margin and net income, to keep costs low, to implement its business strategy, maintain relationships with its primary vendors, to mitigate fluctuations in the availability and prices of the Company’s merchandise, to compete with other jewelers, to succeed in its marketing initiatives, and to have a successful customer service program. Information concerning factors that could cause actual results to differ materially are set forth in our Annual Report on Form 20-F filed with the Securities and Exchange Commission on July 25, 2014 and subsequent filings with the Securities and Exchange Commission. The Company undertakes no obligation to update or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this statement or to reflect the occurrence of unanticipated events, except as required by law.

 

2