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| CIK | 1423542 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Skullcandy, Inc.
SEC Filings (Chronological Order)
यह पृष्ठ SEC फाइलिंग की एक पूरी, कालानुक्रमिक सूची प्रदान करता है, ओनरशिप फाइलिंग को छोड़कर, जो हम अन्यत्र प्रदान करते हैं।
| February 5, 2018 |
SKUL / Skullcandy, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* SKULLCANDY INC (Name of Issuer) Common Stock (Title of Class of Securities) 83083J104 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule |
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| February 10, 2017 |
SKUL / Skullcandy, Inc. / FRONTIER CAPITAL MANAGEMENT CO LLC - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1) SKULLCANDY INC. (Name of Issuer) COMMON STOCKS (Title of Class of Securities) 83083J104 (CUSIP Number) DECEMBER 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t |
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| October 13, 2016 |
15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-35240 Skullcandy, Inc. (Exact name of registrant as specified in |
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| October 12, 2016 |
SKUL / Skullcandy, Inc. / CAHILL MICHAEL R - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9) SKULLCANDY, INC. (Name of Issuer) COMMON STOCK, $0.0001 PAR VALUE (Title of Class of Securities) 83083J104 (CUSIP Number) Michael R. Cahill 7371 Prairie Falcon Rd., #120 Las Vegas, NV 89128 Richard P. Alden 69 White Pine Canyon Road Park City, UT |
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| October 6, 2016 |
Form 8-K 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): October 3, 2016 SKULLCANDY, INC. (Exact name of registrant as specified in its charter) Delaware 001-35240 56-2362196 (State or other jurisdiction of incorporation) (Commissi |
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| October 3, 2016 |
Skullcandy AMENDMENT NO. 1 TO FORM S-8 Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on October 3, 2016 Registration No. 333-197884 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SKULLCANDY, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 56-2362196 (State or |
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| October 3, 2016 |
Skullcandy AMENDMENT NO. 1 TO FORM S-8 Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on October 3, 2016 Registration No. 333-175734 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SKULLCANDY, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 56-2362196 (State or |
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| October 3, 2016 |
Skullcandy AMENDMENT NO. 1 TO FORM S-8 Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on October 3, 2016 Registration No. 333-194607 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SKULLCANDY, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 56-2362196 (State or |
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| October 3, 2016 |
Skullcandy AMENDMENT NO. 1 TO FORM S-8 Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on October 3, 2016 Registration No. 333-188532 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SKULLCANDY, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 56-2362196 (State or |
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| October 3, 2016 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION SKULLCANDY, INC. EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION of SKULLCANDY, INC. FIRST: The name of the corporation (the ?Corporation?) is Skullcandy, Inc. SECOND: The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle 19801. The name of its registered agent at such address is The Corporation T |
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| October 3, 2016 |
AMENDED AND RESTATED BY-LAWS SKULLCANDY, INC. EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF SKULLCANDY, INC. SECTION 1 CERTIFICATE OF INCORPORATION AND BY-LAWS 1.1 Certificate of Incorporation and By -laws. These by-laws are subject to the certificate of incorporation of the corporation. In these by-laws, references to the certificate of incorporation and by-laws mean the provisions of the certificate of incorporation and the by-laws as |
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| October 3, 2016 |
Exhibit 99.1 Skullcandy Closes Going Private Transaction with Mill Road Capital Park City, Utah and South San Francisco, California, October 3, 2016 Skullcandy, Inc. (Nasdaq: SKUL), which creates world-class audio experiences through its Skullcandy® and Astro Gaming® brands, today announced the closing of its merger with an affiliate of Mill Road Capital Management LLC. As a result of the merger |
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| October 3, 2016 |
FORM 8-K 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): September 30, 2016 SKULLCANDY, INC. (Exact name of registrant as specified in its charter) Delaware 001-35240 56-2362196 (State or other jurisdiction of incorporation) (Commi |
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| October 3, 2016 |
Amendment No. 5 to Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* Skullcandy, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 83083J104 (CUSIP Number) Mill Road Capital II, L.P. Attn: Thomas E. Lynch 382 Greenwich Avenue Suite One Greenwich, CT 06830 |
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| October 3, 2016 |
EX-18 CUSIP No. 83083J104 Exhibit 18 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree, as of October 3, 2016, that only one statement containing the information required by Schedule 13D, and each amendment thereto, need be filed with respect to the ownership by each of the undersigned of shares of common stock o |
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| September 30, 2016 |
Skullcandy SCHEDULE TO-T AMENDMENT 3 Schedule TO-T Amendment 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| September 30, 2016 |
SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 2) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 SKULLCANDY, INC. (Name of Subject Company) SKULLCANDY, INC. (Name of Person Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) 83083J104 (CUSIP N |
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| September 22, 2016 |
Skullcandy SCHEDULE TO-T AMENDMENT 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Amendment No. 2 Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 SKULLCANDY, INC. (Name of Subject Company (Issuer)) MRSL Merger Co. (Offeror) a direct wholly owned subsidiary of MRSK Hold Co. (Parent of Offeror) Mill Road Capital II, L.P. (Other Person) (Names of Fil |
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| September 8, 2016 |
SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 1) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 SKULLCANDY, INC. (Name of Subject Company) SKULLCANDY, INC. (Name of Person Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) 83083J104 (CUSIP N |
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| September 8, 2016 |
Skullcandy SCHEDULE TO-T AMENDMENT 1 Schedule TO-T Amendment 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| September 1, 2016 |
EX-99.E.23 3 d244288dex99e23.htm EX-99.E.23 Exhibit (e)(23) Excerpts from the Skullcandy, Inc. Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 6, 2016. Board of Directors The names of our current directors, their ages and their positions with the Company as of March 28, 2016 are set forth below. Name Age Position(s) S. Hoby Darling 40 Director |
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| September 1, 2016 |
SC 14D9 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| September 1, 2016 |
Skullcandy, Inc. 1441 West Ute Blvd., Suite 250 Park City, Utah 84098 EX-99.a.9 Exhibit (a)(9) Skullcandy, Inc. 1441 West Ute Blvd., Suite 250 Park City, Utah 84098 September 1, 2016 Dear Stockholder: We are pleased to inform you that, on August 23, 2016, Skullcandy, Inc. (?Skullcandy?) entered into a definitive Agreement and Plan of Merger (the ?Merger Agreement?) with MRSK Hold Co. (?Parent?) and MRSL Merger Co., a wholly owned subsidiary of Parent (?Purchaser?). |
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| September 1, 2016 |
EX-99.(A)(1)(C) 4 d230662dex99a1c.htm EX-99.(A)(1)(C) Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY To Tender Shares of Common Stock of SKULLCANDY, INC. at $6.35 Net Per Share by MRSL MERGER CO. a wholly owned subsidiary of MRSK HOLD CO. THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON THURSDAY, SEPTEMBER 29, 2016, UNLESS THE OFFER IS EXTENDE |
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| September 1, 2016 |
SPONSOR GUARANTEE AUGUST 23, 2016 EX-99.(d)(5) Exhibit (d)(5) SPONSOR GUARANTEE AUGUST 23, 2016 This Sponsor Guarantee (this ?Guarantee?) is made and entered into as of the date set forth above by Mill Road Capital II, L.P., a Delaware limited partnership (the ?Guarantor?), in favor and for the benefit of Skullcandy, Inc., a Delaware corporation (the ?Company?). Capitalized terms used in this Guarantee but not otherwise defined he |
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| September 1, 2016 |
EX-99.(d)(2) Exhibit (d)(2) June 29, 2016 PRIVATE & CONFIDENTIAL Mill Road Capital Management LLC 382 Greenwich Avenue, Suite One Greenwich, CT 06830 Attention: Thomas E. Lynch Re: Confidentiality Agreement Ladies and Gentlemen: In connection with the consideration by Mill Road Capital Management LLC (?you?) of a possible negotiated transaction with (a ?Possible Transaction?) Skullcandy, Inc. and/ |
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| September 1, 2016 |
EX-99.(a)(5)(B) Exhibit (a)(5)(B) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below), and the provisions herein are subject in their entirety to the provisions of the Offer (as defined below). The Offer is made solely pursuant to the Offer to Purchase (as defined below), dated September 1, 2016, and the related Letter of Transmittal ( |
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| September 1, 2016 |
EX-99.(A)(1)(D) 5 d230662dex99a1d.htm EX-99.(A)(1)(D) Exhibit (a)(1)(D) Offer to Purchase for Cash All Outstanding Shares of Common Stock of SKULLCANDY, INC. at $6.35 Net Per Share by MRSL MERGER CO. a wholly owned subsidiary of MRSK HOLD CO. THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON THURSDAY, SEPTEMBER 29, 2016, UNLESS THE OFFER IS EXTE |
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| September 1, 2016 |
Schedule TO-T SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) Or 13(e)(1) of the Securities Exchange Act of 1934 Skullcandy, Inc. (Name of Subject Company (Issuer)) MRSL Merger Co. (Offeror) a direct wholly owned subsidiary of MRSK Hold Co. (Parent of Offeror) Mill Road Capital II, L.P. (Other Person) (Names of Filing Persons (ide |
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| September 1, 2016 |
Table of Contents Exhibit (a)(1)(A) September 1, 2016 Offer to Purchase for Cash All Outstanding Shares of Common Stock of Skullcandy, Inc. |
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| September 1, 2016 |
EX-99.(A)(1)(E) 6 d230662dex99a1e.htm EX-99.(A)(1)(E) Exhibit (a)(1)(E) Offer to Purchase for Cash All Outstanding Shares of Common Stock of SKULLCANDY, INC. at $6.35 Net Per Share by MRSL MERGER CO. a wholly owned subsidiary of MRSK HOLD CO. THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY THURSDAY, SEPTEMBER 29, 2016, UNLESS THE OFFER IS EXTENDE |
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| September 1, 2016 |
EX-99.(d)(4) Exhibit (d)(4) July 24, 2016 VIA EMAIL Mill Road Capital Management LLC 382 Greenwich Avenue, Suite one Greenwich, CT 06830 Attn: Mr. Thomas E. Lynch Re: First Amendment to Nondisclosure Agreement Dear Mr. Lynch: Reference is made to (i) that certain Confidentiality Agreement, by and between Mill Road Capital Management LLC (?you?) and Skullcandy, Inc. (the ?Company?), dated June 29, |
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| September 1, 2016 |
Clean Team Agreement June 30, 2016 EX-99.(d)(3) Exhibit (d)(3) Clean Team Agreement June 30, 2016 In connection with the evaluation of a possible business combination between Mill Road Capital Management LLC (?Buyer?) and Skullcandy, Inc. (the ?Company?), Buyer and the Company entered into a Confidentiality Agreement, dated as of June 29, 2016 (the ?Confidentiality Agreement?). Capitalized terms used in this letter that are not oth |
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| September 1, 2016 |
382 Greenwich Avenue, Suite One, Greenwich, CT 06830 (203) 987-3500 Exhibit (b)(2) August 23, 2016 MRSK Hold Co. c/o Mill Road Capital Management LLC 382 Greenwich Avenue, Suite One Greenwich, CT 06830 Attn: Mr. Thomas Lynch Re: Commitment Letter for Acquisition of Skullcandy, Inc. Dear Sir: Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (including all schedules, exhibits and annexes thereto, the Merger Agreement), by and amon |
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| September 1, 2016 |
EX-99.(a)(1)(B) Exhibit (a)(1)(B) Letter of Transmittal to Tender Shares of Common Stock of SKULLCANDY, INC. at $6.35 Net Per Share in Cash Without Interest Pursuant to the Offer to Purchase dated September 1, 2016 by MRSL MERGER CO., a wholly owned subsidiary of MRSK HOLD CO. The undersigned represents that I (we) have full authority to surrender without restriction the certificate(s) listed belo |
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| August 24, 2016 |
EX-99.1 2 d244702dex991.htm EX-99.1 Exhibit 99.1 Skullcandy Enters into New Merger Agreement with Mill Road Capital; Terminates Incipio Merger Agreement Mill Road Capital offers stockholders $6.35 per share in cash Park City, Utah and South San Francisco, California, August 24, 2016 – Skullcandy, Inc. (Nasdaq: SKUL), which creates world-class audio experiences through its Skullcandy® and Astro Gam |
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| August 24, 2016 |
SC TO-C SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) Or 13(e)(1) of the Securities Exchange Act of 1934 Skullcandy, Inc. (Name of Subject Company (Issuer)) MRSL Merger Co. (Offeror) a wholly owned subsidiary of MRSK Hold Co. (Parent of Offeror) Mill Road Capital II, L.P. (Other Person) (Names of Filing Persons (identifying stat |
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| August 24, 2016 |
EX-99.1 2 d244702dex991.htm EX-99.1 Exhibit 99.1 Skullcandy Enters into New Merger Agreement with Mill Road Capital; Terminates Incipio Merger Agreement Mill Road Capital offers stockholders $6.35 per share in cash Park City, Utah and South San Francisco, California, August 24, 2016 – Skullcandy, Inc. (Nasdaq: SKUL), which creates world-class audio experiences through its Skullcandy® and Astro Gam |
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| August 24, 2016 |
SC TO-C SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) Or 13(e)(1) of the Securities Exchange Act of 1934 Skullcandy, Inc. (Name of Subject Company (Issuer)) MRSL Merger Co. (Offeror) a wholly owned subsidiary of MRSK Hold Co. (Parent of Offeror) Mill Road Capital II, L.P. (Other Person) (Names of Filing Persons (identifying stat |
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| August 24, 2016 |
SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 11) SKULLCANDY, INC. (Name of Subject Company) SKULLCANDY, INC. (Name of Person Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) 83083J104 (CUSIP |
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| August 24, 2016 |
SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 11) SKULLCANDY, INC. (Name of Subject Company) SKULLCANDY, INC. (Name of Person Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) 83083J104 (CUSIP |
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| August 24, 2016 |
SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 SKULLCANDY, INC. (Name of Subject Company) SKULLCANDY, INC. (Names of Person(s) Filing Statement) Common Stock, $0.0001 par value per share (Title of Class of Securities) 83083J104 (CUSIP Number of Class o |
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| August 24, 2016 |
SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 SKULLCANDY, INC. (Name of Subject Company) SKULLCANDY, INC. (Names of Person(s) Filing Statement) Common Stock, $0.0001 par value per share (Title of Class of Securities) 83083J104 (CUSIP Number of Class o |
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| August 24, 2016 |
Form 8-K 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): August 23, 2016 SKULLCANDY, INC. (Exact name of registrant as specified in its charter) Delaware 001-35240 56-2362196 (State or other jurisdiction of incorporation) (Commissi |
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| August 24, 2016 |
EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among MRSK HOLD CO., MRSL MERGER CO. and SKULLCANDY, INC. Dated as of August 23, 2016 TABLE OF CONTENTS ARTICLE I DEFINITIONS & INTERPRETATIONS 2 Section 1.1. Certain Definitions 2 Section 1.2. Additional Definitions 11 Section 1.3. Certain Interpretations 13 ARTICLE II THE OFFER 14 Section 2.1. The Offer 14 Section 2.2. Company Actions 18 ART |
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| August 24, 2016 |
Form 8-K 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): August 23, 2016 SKULLCANDY, INC. (Exact name of registrant as specified in its charter) Delaware 001-35240 56-2362196 (State or other jurisdiction of incorporation) (Commissi |
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| August 24, 2016 |
Exhibit 99.1 Skullcandy Enters into New Merger Agreement with Mill Road Capital; Terminates Incipio Merger Agreement Mill Road Capital offers stockholders $6.35 per share in cash Park City, Utah and South San Francisco, California, August 24, 2016 Skullcandy, Inc. (Nasdaq: SKUL), which creates world-class audio experiences through its Skullcandy® and Astro Gaming® brands, today announced the ter |
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| August 24, 2016 |
Exhibit 99.1 Skullcandy Enters into New Merger Agreement with Mill Road Capital; Terminates Incipio Merger Agreement Mill Road Capital offers stockholders $6.35 per share in cash Park City, Utah and South San Francisco, California, August 24, 2016 Skullcandy, Inc. (Nasdaq: SKUL), which creates world-class audio experiences through its Skullcandy® and Astro Gaming® brands, today announced the ter |
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| August 24, 2016 |
EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among MRSK HOLD CO., MRSL MERGER CO. and SKULLCANDY, INC. Dated as of August 23, 2016 TABLE OF CONTENTS ARTICLE I DEFINITIONS & INTERPRETATIONS 2 Section 1.1. Certain Definitions 2 Section 1.2. Additional Definitions 11 Section 1.3. Certain Interpretations 13 ARTICLE II THE OFFER 14 Section 2.1. The Offer 14 Section 2.2. Company Actions 18 ART |
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| August 24, 2016 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 4 SKULLCANDY, INC. (Name of Subject Company (Issuer)) POWDER MERGER SUB, INC. (Offeror) A Wholly-Owned Subsidiary of INCIPIO, LLC (Parent of Offeror) (Names of Filing Persons (identifying status |
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| August 24, 2016 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 4 SKULLCANDY, INC. (Name of Subject Company (Issuer)) POWDER MERGER SUB, INC. (Offeror) A Wholly-Owned Subsidiary of INCIPIO, LLC (Parent of Offeror) (Names of Filing Persons (identifying status |
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| August 24, 2016 |
SKUL / Skullcandy, Inc. / CAHILL MICHAEL R - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8) SKULLCANDY, INC. (Name of Issuer) COMMON STOCK, $0.0001 PAR VALUE (Title of Class of Securities) 83083J104 (CUSIP Number) Michael R. Cahill 7371 Prairie Falcon Rd., #120 Las Vegas, NV 89128 Richard P. Alden 69 White Pine Canyon Road Park City, UT |
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| August 24, 2016 |
Amendment No. 4 to Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Skullcandy, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 83083J104 (CUSIP Number) Mill Road Capital II, L.P. Attn: Thomas E. Lynch 382 Greenwich Avenue Suite One Greenwich, CT 06830 |
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| August 24, 2016 |
SKUL / Skullcandy, Inc. / CAHILL MICHAEL R - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8) SKULLCANDY, INC. (Name of Issuer) COMMON STOCK, $0.0001 PAR VALUE (Title of Class of Securities) 83083J104 (CUSIP Number) Michael R. Cahill 7371 Prairie Falcon Rd., #120 Las Vegas, NV 89128 Richard P. Alden 69 White Pine Canyon Road Park City, UT |
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| August 24, 2016 |
EX-17 Exhibit 17 AGREEMENT AND PLAN OF MERGER by and among MRSK HOLD CO., MRSL MERGER CO. and SKULLCANDY, INC. Dated as of August 23, 2016 TABLE OF CONTENTS ARTICLE I DEFINITIONS & INTERPRETATIONS 2 Section 1.1. Certain Definitions 2 Section 1.2. Additional Definitions 11 Section 1.3. Certain Interpretations 13 ARTICLE II THE OFFER 14 Section 2.1. The Offer 14 Section 2.2. Company Actions 18 ARTIC |
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| August 24, 2016 |
EX-17 Exhibit 17 AGREEMENT AND PLAN OF MERGER by and among MRSK HOLD CO., MRSL MERGER CO. and SKULLCANDY, INC. Dated as of August 23, 2016 TABLE OF CONTENTS ARTICLE I DEFINITIONS & INTERPRETATIONS 2 Section 1.1. Certain Definitions 2 Section 1.2. Additional Definitions 11 Section 1.3. Certain Interpretations 13 ARTICLE II THE OFFER 14 Section 2.1. The Offer 14 Section 2.2. Company Actions 18 ARTIC |
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| August 24, 2016 |
Amendment No. 4 to Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Skullcandy, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 83083J104 (CUSIP Number) Mill Road Capital II, L.P. Attn: Thomas E. Lynch 382 Greenwich Avenue Suite One Greenwich, CT 06830 |
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| August 18, 2016 |
SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 10) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 SKULLCANDY, INC. (Name of Subject Company) SKULLCANDY, INC. (Name of Person Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) 83083J104 (CUSIP |
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| August 18, 2016 |
SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 10) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 SKULLCANDY, INC. (Name of Subject Company) SKULLCANDY, INC. (Name of Person Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) 83083J104 (CUSIP |
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| August 18, 2016 |
EX-99.1 Exhibit 99.1 Skullcandy Board of Directors Determines Revised Proposal from Mill Road Capital Management at $6.35 per Share is Superior to Incipio Transaction Park City, Utah, August 18, 2016 ? Skullcandy, Inc. (NASDAQ:SKUL), which creates world-class audio experiences through its Skullcandy? and Astro Gaming? brands, announced that, on August 17, 2016, Skullcandy received a written propos |
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| August 18, 2016 |
Financial Statements and Exhibits, Other Events 8-K 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): August 18, 2016 SKULLCANDY, INC. (Exact name of registrant as specified in its charter) Delaware 001-35240 56-2362196 (State or other jurisdiction of incorporation) (Commission Fi |
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| August 18, 2016 |
EX-99.1 Exhibit 99.1 Skullcandy Board of Directors Determines Revised Proposal from Mill Road Capital Management at $6.35 per Share is Superior to Incipio Transaction Park City, Utah, August 18, 2016 ? Skullcandy, Inc. (NASDAQ:SKUL), which creates world-class audio experiences through its Skullcandy? and Astro Gaming? brands, announced that, on August 17, 2016, Skullcandy received a written propos |
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| August 18, 2016 |
Financial Statements and Exhibits, Other Events 8-K 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): August 18, 2016 SKULLCANDY, INC. (Exact name of registrant as specified in its charter) Delaware 001-35240 56-2362196 (State or other jurisdiction of incorporation) (Commission Fi |
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| August 17, 2016 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Amendment No. 3 SKULLCANDY, INC. (Name of Subject Company (issuer)) POWDER MERGER SUB, INC. (Offeror) A Wholly-Owned Subsidiary of INCIPIO, LLC (Parent of Offeror) (Names of Filing Persons (identifying status |
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| August 17, 2016 |
Incipio Announces Extension of Tender Offer for Shares of Skullcandy EX-99.(a)(5)(F) Exhibit (a)(5)(F) Incipio Announces Extension of Tender Offer for Shares of Skullcandy IRVINE, Calif. ? (BUSINESS WIRE) ? Incipio, LLC (?Incipio?) announced today that it, along with Powder Merger Sub, Inc. (?Purchaser?), a wholly owned subsidiary of Incipio, has extended the offering period of its previously announced tender offer to purchase all of the outstanding shares of commo |
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| August 17, 2016 |
382 Greenwich Avenue, Suite One ● Greenwich, CT 06830 ● (203) 987-3500 EX-15 Exhibit 15 August 17, 2016 Members of the Board of Directors of Skullcandy, Inc. |
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| August 17, 2016 |
Amendment No. 3 to Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Skullcandy, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 83083J104 (CUSIP Number) Mill Road Capital II, L.P. Attn: Thomas E. Lynch 382 Greenwich Avenue Suite One Greenwich, CT 06830 |
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| August 17, 2016 |
EX-16 3 d229161dex16.htm EX-16 Exhibit 16 AGREEMENT AND PLAN OF MERGER by and among MRSK HOLD CO., MRSL MERGER CO. and SKULLCANDY, INC. Dated as of August , 2016 TABLE OF CONTENTS ARTICLE I DEFINITIONS & INTERPRETATIONS 2 Section 1.1. Certain Definitions 2 Section 1.2. Additional Definitions 11 Section 1.3. Certain Interpretations 13 ARTICLE II THE OFFER 14 Section 2.1. The Offer 14 Section 2.2. C |
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| August 16, 2016 |
SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 9) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 SKULLCANDY, INC. (Name of Subject Company) SKULLCANDY, INC. (Name of Person Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) 83083J104 (CUSIP N |
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| August 16, 2016 |
SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 9) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 SKULLCANDY, INC. (Name of Subject Company) SKULLCANDY, INC. (Name of Person Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) 83083J104 (CUSIP N |
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| August 16, 2016 |
Financial Statements and Exhibits, Other Events 8-K 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): August 16, 2016 SKULLCANDY, INC. (Exact name of registrant as specified in its charter) Delaware 001-35240 56-2362196 (State or other jurisdiction of incorporation) (Commission Fi |
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| August 16, 2016 |
Financial Statements and Exhibits, Other Events 8-K 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): August 16, 2016 SKULLCANDY, INC. (Exact name of registrant as specified in its charter) Delaware 001-35240 56-2362196 (State or other jurisdiction of incorporation) (Commission Fi |
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| August 16, 2016 |
EX-99.1 Exhibit 99.1 Skullcandy Announces Receipt of a Revised Acquisition Proposal from Mill Road Capital Management Park City, Utah, August 16, 2016 ? Skullcandy, Inc. (NASDAQ:SKUL), which creates world-class audio experiences through its Skullcandy? and Astro Gaming? brands, announced that, on August 15, 2016, it received a revised unsolicited acquisition proposal from Mill Road Capital Managem |
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| August 16, 2016 |
EX-99.1 Exhibit 99.1 Skullcandy Announces Receipt of a Revised Acquisition Proposal from Mill Road Capital Management Park City, Utah, August 16, 2016 ? Skullcandy, Inc. (NASDAQ:SKUL), which creates world-class audio experiences through its Skullcandy? and Astro Gaming? brands, announced that, on August 15, 2016, it received a revised unsolicited acquisition proposal from Mill Road Capital Managem |
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| August 15, 2016 |
SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 8) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 SKULLCANDY, INC. (Name of Subject Company) SKULLCANDY, INC. (Name of Person Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) 83083J104 (CUSIP N |
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| August 15, 2016 |
SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 8) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 SKULLCANDY, INC. (Name of Subject Company) SKULLCANDY, INC. (Name of Person Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) 83083J104 (CUSIP N |
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| August 15, 2016 |
EX-99.1 Exhibit 99.1 Skullcandy Board Continues to Recommend Incipio Transaction Following Receipt of Acquisition Proposal from Mill Road Capital Management Park City, Utah, August 15, 2016 ? Skullcandy, Inc. (NASDAQ:SKUL), which creates world-class audio experiences through its Skullcandy? and Astro Gaming? brands, announced that, on August 14, 2016, it received an unsolicited acquisition proposa |
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| August 15, 2016 |
EX-99.1 Exhibit 99.1 Skullcandy Board Continues to Recommend Incipio Transaction Following Receipt of Acquisition Proposal from Mill Road Capital Management Park City, Utah, August 15, 2016 ? Skullcandy, Inc. (NASDAQ:SKUL), which creates world-class audio experiences through its Skullcandy? and Astro Gaming? brands, announced that, on August 14, 2016, it received an unsolicited acquisition proposa |
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| August 15, 2016 |
Financial Statements and Exhibits, Other Events Form 8-K 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): August 15, 2016 SKULLCANDY, INC. (Exact name of registrant as specified in its charter) Delaware 001-35240 56-2362196 (State or other jurisdiction of incorporation) (Commissi |
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| August 15, 2016 |
Amendment No. 2 to Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Skullcandy, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 83083J104 (CUSIP Number) Mill Road Capital II, L.P. Attn: Thomas E. Lynch 382 Greenwich Avenue Suite One Greenwich, CT 06830 |
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| August 15, 2016 |
382 Greenwich Avenue, Suite One, Greenwich, CT 06830 (203) 987-3500 EX-12 Exhibit 12 [DATE], 2016 MRSK Hold Co. c/o Mill Road Capital Management LLC 382 Greenwich Avenue, Suite One Greenwich, CT 06830 Attn: Mr. Thomas Lynch Re: Commitment Letter for Acquisition of Skullcandy, Inc. Dear Sir: Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (including all schedules, exhibits and annexes thereto, the “Merger Agreement”), by and among |
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| August 15, 2016 |
382 Greenwich Avenue, Suite One ● Greenwich, CT 06830 ● (203) 987-3500 EX-10 Exhibit 10 August 15, 2016 Members of the Board of Directors of Skullcandy, Inc. |
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| August 15, 2016 |
EX-11 Exhibit 11 August 12, 2016 Mill Road Capital II, L.P. 382 Greenwich Avenue Suite One Greenwich, CT 06830 Attn: Mr. Eric Yanagi Re: Financing Commitment Ladies and Gentlemen: Mill Road Capital II, L.P., a Delaware limited partnership (“Sponsor” or “you”), has advised Cerberus Business Finance, LLC (“Cerberus”) and PNC Bank, National Association (“PNC” and, together with Cerberus, each, as a “ |
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| August 15, 2016 |
EX-14 Exhibit 14 AGREEMENT AND PLAN OF MERGER by and among MRSK HOLD CO., MRSL MERGER CO. and SKULLCANDY, INC. Dated as of August , 2016 TABLE OF CONTENTS ARTICLE I DEFINITIONS & INTERPRETATIONS 2 Section 1.1. Certain Definitions 2 Section 1.2. Additional Definitions 11 Section 1.3. Certain Interpretations 13 ARTICLE II THE OFFER 14 Section 2.1. The Offer 14 Section 2.2. Company Actions 18 ARTICLE |
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| August 15, 2016 |
SPONSOR GUARANTEE [DATE], 2016 EX-13 Exhibit 13 SPONSOR GUARANTEE [DATE], 2016 This Sponsor Guarantee (this “Guarantee”) is made and entered into as of the date set forth above by Mill Road Capital II, L. |
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| August 15, 2016 |
382 Greenwich Avenue, Suite One ● Greenwich, CT 06830 ● (203) 987-3500 EX-10 Exhibit 10 August 15, 2016 Members of the Board of Directors of Skullcandy, Inc. |
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| August 15, 2016 |
Amendment No. 2 to Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Skullcandy, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 83083J104 (CUSIP Number) Mill Road Capital II, L.P. Attn: Thomas E. Lynch 382 Greenwich Avenue Suite One Greenwich, CT 06830 |
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| August 10, 2016 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No.1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 9, 2016 SKULLCANDY, INC. (Exact name of registrant as specified in charter) Delaware 001-35240 56-2362196 (State or other jurisdiction of incorporati |
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| August 10, 2016 |
Skullcandy, Inc. Reports Second Quarter 2016 Results Exhibit Skullcandy, Inc. Reports Second Quarter 2016 Results PARK CITY, UTAH ? August 9, 2016 ? Skullcandy, Inc. (NASDAQ: SKUL) today announced financial results for the second quarter ended June 30, 2016 . ?We are pleased with our second quarter results. The success we saw with our brands in a challenging retail environment is a testament to the consumer focus and passion of our team. For the Sku |
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| August 9, 2016 |
Skullcandy 10-Q (Quarterly Report) Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35240 S |
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| August 9, 2016 |
Skullcandy 10-Q (Quarterly Report) Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35240 S |
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| August 9, 2016 |
Skullcandy, Inc. Reports Second Quarter 2016 Results Exhibit Skullcandy, Inc. Reports Second Quarter 2016 Results PARK CITY, UTAH ? August 9, 2016 ? Skullcandy, Inc. (NASDAQ: SKUL) today announced financial results for the second quarter ended June 30, 2016 . ?We are pleased with our second quarter results. The market share gains achieved by our brands in a challenging retail environment is a testament to the consumer focus and passion of our team. |
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| August 9, 2016 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Document 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) August 9, 2016 SKULLCANDY, INC. (Exact name of registrant as specified in charter) Delaware 001-35240 56-2362196 (State or other jurisdiction of incorporation) (Commission Fil |
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| August 9, 2016 |
Skullcandy, Inc. Reports Second Quarter 2016 Results Exhibit Skullcandy, Inc. Reports Second Quarter 2016 Results PARK CITY, UTAH ? August 9, 2016 ? Skullcandy, Inc. (NASDAQ: SKUL) today announced financial results for the second quarter ended June 30, 2016 . ?We are pleased with our second quarter results. The market share gains achieved by our brands in a challenging retail environment is a testament to the consumer focus and passion of our team. |
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| August 9, 2016 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Document 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) August 9, 2016 SKULLCANDY, INC. (Exact name of registrant as specified in charter) Delaware 001-35240 56-2362196 (State or other jurisdiction of incorporation) (Commission Fil |
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| August 9, 2016 |
SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 7) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 SKULLCANDY, INC. (Name of Subject Company) SKULLCANDY, INC. (Name of Person Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) 83083J104 (CUSIP N |
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| August 5, 2016 |
Skullcandy, Inc. 1441 West Ute Blvd., Suite 250 Park City, Utah 84098 EX-99.(a)(19) Exhibit (a)(19) Skullcandy, Inc. 1441 West Ute Blvd., Suite 250 Park City, Utah 84098 August 5, 2016 Dear Stockholder: We are pleased to inform you that, on August 3, 2016, Skullcandy, Inc. (?Skullcandy?) entered into Amendment No. 1 (the ?Amendment?) to the Agreement and Plan of Merger, dated June 23, 2016 (as amended, the ?Merger Agreement?) with Incipio, LLC (?Parent?) and Powder |
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| August 5, 2016 |
SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 6) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 SKULLCANDY, INC. (Name of Subject Company) SKULLCANDY, INC. (Name of Person Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) 83083J104 (CUSIP N |
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| August 3, 2016 |
SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 5) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 SKULLCANDY, INC. (Name of Subject Company) SKULLCANDY, INC. (Name of Person Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) 83083J104 (CUSIP N |
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| August 3, 2016 |
EX-99.(A)(1)(F) 2 d230256dex99a1f.htm EX-99.(A)(1)(F) Exhibit (a)(1)(F) August 3, 2016 Amended Offer to Purchase for Cash All Outstanding Shares of Common Stock of Skullcandy, Inc. at $6.10 Net Per Share by Powder Merger Sub, Inc. a wholly-owned subsidiary of Incipio, LLC THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON WEDNESDAY, AUGUST 1 |
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| August 3, 2016 |
Credit Facility Commitment Letter EX-99.(B)(3) 8 d230256dex99b3.htm EX-99.(B)(3) Exhibit (b)(3) August 2, 2016 Credit Facility Commitment Letter CONFIDENTIAL Incipio, LLC 6001 Oak Canyon Irvine, CA 92618 Attention: Andy Fathollahi Ladies and Gentlemen: Incipio, LLC, a Delaware limited liability company (“you” or “Borrower”), has advised Monroe Capital LLC, a Delaware limited liability company (“Monroe Capital”) and Wells Fargo Ban |
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| August 3, 2016 |
EX-99.(a)(1)(G) Exhibit (a)(1)(G) Amended Letter of Transmittal To Tender Shares of Common Stock of SKULLCANDY, INC. at $6.10 Net Per Share in Cash Without Interest Pursuant to the Amended Offer to Purchase dated August 3, 2016 by POWDER MERGER SUB, INC., a wholly-owned subsidiary of INCIPIO, LLC The undersigned represents that I (we) have full authority to surrender without restriction the certif |
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| August 3, 2016 |
EX-99.(a)(1)(H) Exhibit (a)(1)(H) AMENDED NOTICE OF GUARANTEED DELIVERY To Tender Shares of Common Stock of SKULLCANDY, INC. at $6.10 Net Per Share by POWDER MERGER SUB, INC. A Wholly-Owned Subsidiary of INCIPIO, LLC This form, or a substantially equivalent form, must be used to accept the Offer (as defined below) if certificates representing tendered Shares (as defined below) are not immediately |
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| August 3, 2016 |
EX-99.(A)(I)(J) 6 d230256dex99aij.htm EX-99.(A)(I)(J) Exhibit (a)(1)(J) Amended Offer to Purchase for Cash All Outstanding Shares of Common Stock of SKULLCANDY, INC. at $6.10 Net Per Share by POWDER MERGER SUB, INC. A Wholly-Owned Subsidiary of INCIPIO, LLC THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY WEDNESDAY, AUGUST 17, 2016, UNLESS THE OFF |
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| August 3, 2016 |
Exhibit (b)(4) August 2, 2016 Incipio Technologies, Inc. 6001 Oak Canyon Irvine, California 92618 Incipio, LLC 6001 Oak Canyon Irvine, CA 92618 Attn: Scott Akamine, General Counsel & Secretary Re: Acquisition of Skullcandy, Inc. Ladies and Gentlemen: Reference is made to the Agreement and Plan of Merger, dated as of June 23, 2016, as may be amended or modified with the consent of the Investor refe |
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| August 3, 2016 |
Skullcandy and Incipio Amend Merger Agreement to Increase Tender Offer Price to $6.10 per Share EX-99.(a)(5)(E) Exhibit (a)(5)(E) Skullcandy and Incipio Amend Merger Agreement to Increase Tender Offer Price to $6.10 per Share Park City, Utah, and Irvine, California, August 3, 2016 ? Skullcandy, Inc. (NASDAQ:SKUL), which creates world-class audio experiences through its Skullcandy? and Astro Gaming? brands, and Incipio, LLC (?Incipio?), a leading global consumer technology solutions platform, |
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| August 3, 2016 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Amendment No. 2 TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 SKULLCANDY, INC. (Name of Subject Company (Issuer)) POWDER MERGER SUB, INC. (Offeror) A Wholly-Owned Subsidiary of INCIPIO, LLC (Parent of Offeror) (Names of Filing Persons (identifying status |
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| August 3, 2016 |
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER EX-99.(d)(3) Exhibit (d)(3) AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (the ?Amendment?), dated as of August 3, 2016, is made by and among Incipio, LLC, a Delaware limited liability company (?Parent?), Powder Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (?Acquisition Sub?), and Skullcandy, Inc., a |
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| August 3, 2016 |
EX-99.(a)(1)(I) Exhibit (a)(1)(I) Amended Offer to Purchase for Cash All Outstanding Shares of Common Stock of SKULLCANDY, INC. at $6.10 Net Per Share by POWDER MERGER SUB, INC. A Wholly-Owned Subsidiary of INCIPIO, LLC THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON WEDNESDAY, AUGUST 17, 2016, UNLESS THE OFFER IS EXTENDED. August 3, 2016 To B |
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| August 3, 2016 |
Skullcandy and Incipio Amend Merger Agreement to Increase Tender Offer Price to $6.10 per Share EX-99.1 Exhibit 99.1 Skullcandy and Incipio Amend Merger Agreement to Increase Tender Offer Price to $6.10 per Share Park City, Utah, and Irvine, California, August 3, 2016 ? Skullcandy, Inc. (NASDAQ:SKUL), which creates world-class audio experiences through its Skullcandy? and Astro Gaming? brands, and Incipio, LLC (?Incipio?), a leading global consumer technology solutions platform, jointly anno |
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| August 3, 2016 |
8-K 1 d235265d8k.htm FORM 8-K 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): August 3, 2016 SKULLCANDY, INC. (Exact name of registrant as specified in its charter) Delaware 001-35240 56-2362196 (State or other jurisdiction of inco |
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| August 3, 2016 |
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER Exhibit 2.1 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (the Amendment), dated as of August 3, 2016, is made by and among Incipio, LLC, a Delaware limited liability company (Parent), Powder Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (Acquisition Sub), and Skullcandy, Inc., a Delaware corpora |
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| August 3, 2016 |
FIRST AMENDMENT TO THE RIGHTS AGREEMENT EX-4.1 Exhibit 4.1 Execution Draft FIRST AMENDMENT TO THE RIGHTS AGREEMENT This First Amendment (this ?First Amendment?), dated as of August 3, 2016, to the Rights Agreement, dated as of June 27, 2016 (the ?Rights Agreement?), is between Skullcandy, Inc., a Delaware corporation (the ?Company?), and Computershare Trust Company, N.A., a federally chartered trust company (the ?Rights Agent?). WHEREAS |
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| July 29, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 4) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 SKULLCANDY, INC. (Name of Subject Company) SKULLCANDY, INC. (Name of Person Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) 83083J104 (CUSIP Number of C |
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| July 29, 2016 |
Financial Statements and Exhibits, Other Events Form 8-K 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): July 29, 2016 SKULLCANDY, INC. (Exact name of registrant as specified in its charter) Delaware 001-35240 56-2362196 (State or other jurisdiction of incorporation) (Commission |
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| July 29, 2016 |
EX-99.1 Exhibit 99.1 Skullcandy Board of Directors Determines Proposal from Mill Road Capital Management is Superior to Incipio Transaction Park City, Utah, July 29, 2016 ? Skullcandy, Inc. (NASDAQ:SKUL), which creates world-class audio experiences through its Skullcandy? and Astro Gaming? brands, announced that, on July 28, 2016, its Board of Directors (the ?Skullcandy Board?), after consultation |
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| July 25, 2016 |
SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 3) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 SKULLCANDY, INC. (Name of Subject Company) SKULLCANDY, INC. (Name of Person Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) 83083J104 (CUSIP N |
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| July 25, 2016 |
EX-99.1 Exhibit 99.1 Skullcandy Announces End of Go-Shop Period and the Receipt of an Acquisition Proposal Park City, Utah, July 25, 2016 ? Skullcandy, Inc. (NASDAQ:SKUL), which creates world-class audio experiences through its Skullcandy? and Astro Gaming? brands, announced today the expiration of the ?go-shop? period pursuant to the terms of the previously announced definitive merger agreement ( |
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| July 25, 2016 |
Skullcandy FORM 8-K (Current Report/Significant Event) Form 8-K 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): July 25, 2016 SKULLCANDY, INC. (Exact name of registrant as specified in its charter) Delaware 001-35240 56-2362196 (State or other jurisdiction of incorporation) (Commission |
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| July 25, 2016 |
EX-9 Exhibit 9 Exhibit D AGREEMENT AND PLAN OF MERGER by and among MRSK HOLD CO., MRSL MERGER CO. and SKULLCANDY, INC. Dated as of [DATE], 2016 TABLE OF CONTENTS ARTICLE I DEFINITIONS & INTERPRETATIONS 6 Section 1.1. Certain Definitions 6 Section 1.2. Additional Definitions 15 Section 1.3. Certain Interpretations 16 ARTICLE II THE OFFER 17 Section 2.1. The Offer 17 Section 2.2. Company Actions 21 |
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| July 25, 2016 |
382 Greenwich Avenue, Suite One, Greenwich, CT 06830 (203) 987-3500 EX-7 Exhibit 7 Exhibit A [DATE], 2016 MRSK Hold Co. c/o Mill Road Capital Management LLC 382 Greenwich Avenue, Suite One Greenwich, CT 06830 Attn: Mr. Thomas Lynch Re: Commitment Letter for Acquisition of Skullcandy, Inc. Dear Sir: Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (including all schedules, exhibits and annexes thereto, the “Merger Agreement”), by a |
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| July 25, 2016 |
SKUL / Skullcandy, Inc. / Mill Road Capital II, L.P. - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Skullcandy, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 83083J104 (CUSIP Number) Mill Road Capital II, L.P. Attn: Thomas E. Lynch 382 Greenwich Avenue Suite One Greenwich, CT 06830 203-987-3500 With a cop |
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| July 25, 2016 |
SPONSOR GUARANTEE [DATE], 2016 EX-8 Exhibit 8 Exhibit B SPONSOR GUARANTEE [DATE], 2016 This Sponsor Guarantee (this “Guarantee”) is made and entered into as of the date set forth above by Mill Road Capital II, L. |
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| July 25, 2016 |
382 Greenwich Avenue, Suite One • Greenwich, CT 06830 • (203) 987-3500 EX-5 Exhibit 5 July 24, 2016 Members of the Board of Directors of Skullcandy, Inc. |
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| July 25, 2016 |
[Remainder of Page Intentionally Left Blank.] EX-99.6 3 d215072dex996.htm EX-6 Exhibit 6 July 22, 2016 Mill Road Capital II, L.P. 382 Greenwich Avenue Suite One Greenwich, CT 06830 Attn: Mr. Eric Yanagi Re: Financing Commitment Ladies and Gentlemen: Mill Road Capital II, L.P., a Delaware limited partnership (“Sponsor” or “you”), has advised Cerberus Business Finance, LLC (“Cerberus”) and PNC Bank, National Association (“PNC” and, together wit |
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| July 21, 2016 |
SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 2) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 SKULLCANDY, INC. (Name of Subject Company) SKULLCANDY, INC. (Name of Person Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) 83083J104 (CUSIP N |
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| July 19, 2016 |
SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 1) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 SKULLCANDY, INC. (Name of Subject Company) SKULLCANDY, INC. (Name of Person Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) 83083J104 (CUSIP N |
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| July 19, 2016 |
Incipio Announces Early Termination of HSR Act Waiting Period for Proposed Acquisition of Skullcandy EX-99.(a)(5)(d) Exhibit (a)(5)(d) Incipio Announces Early Termination of HSR Act Waiting Period for Proposed Acquisition of Skullcandy IRVINE, Calif.?(BUSINESS WIRE) ? Incipio, LLC (?Incipio?) today announced that the Federal Trade Commission has granted early termination of the waiting period required by the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (?HSR Act?) in connection with its c |
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| July 19, 2016 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Amendment No. 1 TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 SKULLCANDY, INC. (Name of Subject Company (Issuer)) POWDER MERGER SUB, INC. (Offeror) A Wholly-Owned Subsidiary of INCIPIO, LLC (Parent of Offeror) (Names of Filing Persons (identifying status |
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| July 6, 2016 |
EX-99.e.21 Exhibit (e)(21) Excerpts from the Skullcandy, Inc. Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 6, 2016. Board of Directors The names of our current directors, their ages and their positions with the Company as of March 28, 2016 are set forth below. Name Age Position(s) S. Hoby Darling 40 Director, President and Chief Executive O |
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| July 6, 2016 |
Skullcandy, Inc. 1441 West Ute Blvd., Suite 250 Park City, Utah 84098 EX-99.a.9 Exhibit (a)9 Skullcandy, Inc. 1441 West Ute Blvd., Suite 250 Park City, Utah 84098 July 6, 2016 Dear Stockholder: We are pleased to inform you that, on June 23, 2016, Skullcandy, Inc. (?Skullcandy?) entered into a definitive Agreement and Plan of Merger (the ?Merger Agreement?) with Incipio, LLC (?Parent?) and Powder Merger Sub, Inc., a wholly-owned subsidiary of Parent (?Purchaser?). In |
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| July 6, 2016 |
SC 14D9 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| July 6, 2016 |
EX-99.(a)(1)(C) Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY To Tender Shares of Common Stock of SKULLCANDY, INC. at $5.75 Net Per Share by POWDER MERGER SUB, INC. A Wholly-Owned Subsidiary of INCIPIO, LLC This form, or a substantially equivalent form, must be used to accept the Offer (as defined below) if certificates representing tendered Shares (as defined below) are not immediately availabl |
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| July 6, 2016 |
EX-99.(a)(1)(E) Exhibit (a)(1)(E) Offer to Purchase for Cash All Outstanding Shares of Common Stock of SKULLCANDY, INC. at $5.75 Net Per Share by POWDER MERGER SUB, INC. A Wholly-Owned Subsidiary of INCIPIO, LLC THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY TUESDAY, AUGUST 2, 2016, UNLESS THE OFFER IS EXTENDED. To Our Clients: Enclosed for your |
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| July 6, 2016 |
Summary Newspaper Advertisement as published in The Wall Street Journal on July 6, 2016 Exhibit (a)(5)(B) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below), and the provisions herein are subject in their entirety to the provisions of the Offer (as defined below). |
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| July 6, 2016 |
Up to $10,000,000 Subordinated Secured Loan Commitment Letter EX-99.(b)(2) Exhibit (b)(2) Execution Version June 23, 2016 Up to $10,000,000 Subordinated Secured Loan Commitment Letter CONFIDENTIAL Incipio, LLC 6001 Oak Canyon Irvine, CA 92618 Attention: Scott Akamine Ladies and Gentlemen: Incipio, LLC, a Delaware limited liability company (?you? or ?Borrower?), has advised Andy Fathollahi (the ?Lender?) that you intend to acquire (the ?Powder Acquisition?) a |
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| July 6, 2016 |
Incipio Commences Tender Offer for Skullcandy Exhibit (a)(5)(C) Incipio Commences Tender Offer for Skullcandy IRVINE, CA Incipio, LLC (Incipio) today announced that its direct wholly-owned subsidiary, Powder Merger Sub, Inc. |
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| July 6, 2016 |
EX-99.(a)(1)(A) Table of Contents Exhibit (a)(1)(A) July 6, 2016 Offer to Purchase for Cash All Outstanding Shares of Common Stock of Skullcandy, Inc. at $5.75 Net Per Share by Powder Merger Sub, Inc. a wholly-owned subsidiary of Incipio, LLC THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON TUESDAY, AUGUST 2, 2016, UNLESS THE OFFER IS EXTE |
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| July 6, 2016 |
EX-99.(d)(2) Exhibit (d)(2) April 6, 2016 PRIVATE & CONFIDENTIAL Incipio, LLC 6001 Oak Canyon Irvine, CA 92618 Attention: Mr. Andy Fathollahi Re: Confidentiality Agreement Ladies and Gentlemen: In connection with the consideration by Incipio, LLC (?you?) of a possible acquisition of all of the capital stock of (a ?Possible Transaction?) Skullcandy, Inc. and/or its subsidiaries, affiliates or divis |
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| July 6, 2016 |
EX-99.(a)(1)(B) Exhibit (a)(1)(B) Letter of Transmittal To Tender Shares of Common Stock of SKULLCANDY, INC. at $5.75 Net Per Share in Cash Without Interest Pursuant to the Offer to Purchase dated July 6, 2016 by POWDER MERGER SUB, INC., a wholly-owned subsidiary of INCIPIO, LLC The undersigned represents that I (we) have full authority to surrender without restriction the certificate(s) listed be |
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| July 6, 2016 |
Clean Team Agreement May 24, 2016 EX-99.(d)(3) Exhibit (d)(3) Clean Team Agreement May 24, 2016 In connection with the evaluation of a possible business combination between Incipio, LLC (?Buyer?) and Skullcandy, Inc. (the ?Company?), Buyer and the Company entered into a Confidentiality Agreement, dated as of April 6, 2016 (the ?Confidentiality Agreement?). Capitalized terms used in this letter that are not otherwise defined shall |
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| July 6, 2016 |
EX-99.(a)(1)(D) Exhibit (a)(1)(D) Offer to Purchase for Cash All Outstanding Shares of Common Stock of SKULLCANDY, INC. at $5.75 Net Per Share by POWDER MERGER SUB, INC. A Wholly-Owned Subsidiary of INCIPIO, LLC THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON TUESDAY, AUGUST 2, 2016, UNLESS THE OFFER IS EXTENDED. July 6, 2016 To Brokers, Deale |
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| July 6, 2016 |
SC TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 SKULLCANDY, INC. (Name of Subject Company (Issuer)) POWDER MERGER SUB, INC. (Offeror) A Wholly-Owned Subsidiary of INCIPIO, LLC (Parent of Offeror) (Names of Filing Persons (identifying status as |
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| July 6, 2016 |
Credit Facility Commitment Letter EX-99.(B)(1) 9 d220835dex99b1.htm EX-99.(B)(1) Exhibit (b)(1) Execution Version June 23, 2016 Credit Facility Commitment Letter CONFIDENTIAL Incipio, LLC 6001 Oak Canyon Irvine, CA 92618 Attention: Andy Fathollahi Ladies and Gentlemen: Incipio, LLC, a Delaware limited liability company (“you” or “Borrower”), has advised Monroe Capital LLC, a Delaware limited liability company (“Monroe Capital”) an |
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| July 6, 2016 |
SC14D9C 1 d204304dsc14d9c.htm SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 SKULLCANDY, INC. (Name of Subject Company) SKULLCANDY, INC. (Names of Person(s) Filing Statement) Common Stock, $0.0001 par value per share (Title of Class of Securities) 8308 |
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| July 6, 2016 |
AMENDED AND RESTATED EMPLOYMENT AGREEMENT Exhibit 10.5 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this Agreement), dated as of June 23, 2016 (the Execution Date), is entered into by and between Skullcandy, Inc., a Delaware corporation (the Company) and David Raffone (the Executive). RECITALS A. The Company and the Executive have entered into that certain Employment Agreement, dated as |
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| July 6, 2016 |
AMENDED AND RESTATED EMPLOYMENT AGREEMENT EX-10.3 Exhibit 10.3 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this ?Agreement?), dated as of June 23, 2016 (the ?Execution Date?), is entered into by and between Skullcandy, Inc., a Delaware corporation (the ?Company?) and Patrick Grosso (the ?Executive?). RECITALS A. The Company and the Executive have entered into that certain Employment Agreement, |
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| July 6, 2016 |
AMENDED AND RESTATED EMPLOYMENT AGREEMENT EX-10.4 Exhibit 10.4 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this ?Agreement?), dated as of June 23, 2016 (the ?Execution Date?), is entered into by and between Skullcandy, Inc., a Delaware corporation (the ?Company?) and Samuel Paschel, Jr. (the ?Executive?). RECITALS A. The Company and the Executive have entered into that certain Employment Agree |
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| July 6, 2016 |
AMENDED AND RESTATED EMPLOYMENT AGREEMENT EX-10.1 Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this ?Agreement?), dated as of June 23, 2016 (the ?Execution Date?), is entered into by and between Skullcandy, Inc., a Delaware corporation (the ?Company?) and S. Hoby Darling (the ?Executive?). RECITALS A. The Company and the Executive have entered into that certain Employment Agreement |
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| July 6, 2016 |
AMENDED AND RESTATED EMPLOYMENT AGREEMENT EX-10.2 Exhibit 10.2 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this ?Agreement?), dated as of June 23, 2016 (the ?Execution Date?), is entered into by and between Skullcandy, Inc., a Delaware corporation (the ?Company?) and Jason Hodell (the ?Executive?). RECITALS A. The Company and the Executive have entered into that certain Employment Agreement, d |
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| July 6, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 6, 2016 SKULLCANDY, INC. (Exact name of registrant as specified in its charter) Delaware 001-35240 56-2362196 (State or other jurisdiction of incorporation) ( |
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| June 28, 2016 |
SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 SKULLCANDY, INC. (Name of Subject Company (Issuer)) POWDER MERGER SUB, INC. (Offeror) A Wholly-Owned Subsidiary of INCIPIO, LLC (Parent of Offeror) (Names of Filing Persons (identifying status as |
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| June 28, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 SKULLCANDY, INC. (Name of Subject Company (Issuer)) POWDER MERGER SUB, INC. (Offeror) A Wholly-Owned Subsidiary of INCIPIO, LLC (Parent of Offeror) (Names of Filing Persons (identifying status as offeror, |
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| June 28, 2016 |
EX-99.1 Exhibit 99.1 Incipio Group to Acquire Skullcandy; Create Leading Technology, Creative Culture and Mobile Lifestyle Company Highlights of the Merger: ? Unites leading brands (Incipio, Skullcandy, Incase, Astro Gaming, Braven Audio, and Tavik) to specialize in serving consumers across technology driven lifestyles. ? Creates new licensing opportunities with future and current licensing partne |
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| June 28, 2016 |
Form 8-A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 SKULLCANDY, INC. (Exact name of registrant as specified in its charter) Delaware 56-2362196 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification |
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| June 28, 2016 |
Skullcandy FORM 8-K (Current Report/Significant Event) Form 8-K 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 26, 2016 SKULLCANDY, INC. (Exact name of registrant as specified in its charter) Delaware 001-35240 56-2362196 (State or other jurisdiction of incorporation) (Commission |
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| June 28, 2016 |
Skullcandy Declares Dividend Distribution of Preferred Stock Purchase Rights Exhibit 99.1 Exhibit 99.1 Skullcandy Declares Dividend Distribution of Preferred Stock Purchase Rights PARK CITY, Utah, June 27, 2016 ? The Board of Directors of Skullcandy, Inc. (Nasdaq: SKUL) announced today that it has approved the adoption of a shareholder rights plan. Under the plan, one preferred stock purchase right will be distributed for each share of common stock held by stockholders of |
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| June 28, 2016 |
Exhibit 3.1 Exhibit 3.1 CERTIFICATE OF DESIGNATIONS of SERIES A JUNIOR PARTICIPATING PREFERRED STOCK of SKULLCANDY, INC. (Pursuant to Section 151 of the Delaware General Corporation Law) Skullcandy, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (hereinafter called the ?Corporation?), hereby certifies that the following resolution was adopted |
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| June 28, 2016 |
Exhibit 4.1 Exhibit 4.1 Execution Version SKULLCANDY, INC. and COMPUTERSHARE TRUST COMPANY, N.A. as Rights Agent Rights Agreement Dated as of June 27, 2016 RIGHTS AGREEMENT Rights Agreement, dated as of June 27, 2016 (this ?Agreement?), between Skullcandy, Inc., a Delaware corporation (the ?Company?), and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (the |
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| June 27, 2016 |
Schedule 14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 SKULLCANDY, INC. (Name of Subject Company) SKULLCANDY, INC. (Names of Person(s) Filing Statement) Common Stock, $0.0001 par value per share (Title of Class of Securities) 83083J104 (CUSIP Number of |
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| June 27, 2016 |
Exhibit 99.2 Overview Source: U.S. 2015 NPD data, public filings and Wall Street research as of June 24, 2016. After July 23, 2016, Skullcandy must cease all existing discussions and may not solicit or participate in any additional discussions with third parties regarding alternative proposals, subject to certain exceptions. #1 most chosen earphone brand in the US by consumers (25M units per year) |
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| June 27, 2016 |
Skullcandy Announces Receipt of Unsolicited Acquisition Proposal Exhibit 99.1 Exhibit 99.1 Skullcandy Announces Receipt of Unsolicited Acquisition Proposal Park City, Utah, June 27, 2016 ? Skullcandy, Inc. (NASDAQ:SKUL), which creates world-class audio experiences through its Skullcandy? and Astro Gaming? brands, today announced that on June 24, 2016 Skullcandy?s board of directors received an unsolicited proposal from Mill Road Capital to acquire all of the ou |
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| June 24, 2016 |
SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 SKULLCANDY, INC. (Name of Subject Company) SKULLCANDY, INC. (Names of Person(s) Filing Statement) Common Stock, $0.0001 par value per share (Title of Class of Securities) 83083J104 (CUSIP Number of Class o |
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| June 24, 2016 |
FIRST AMENDMENT TO THE AMENDED AND RESTATED BYLAWS OF SKULLCANDY, INC. EX-3.1 Exhibit 3.1 FIRST AMENDMENT TO THE AMENDED AND RESTATED BYLAWS OF SKULLCANDY, INC. I, the undersigned, do hereby certify: (1) That I am the duly elected, qualified and acting Vice President, Strategic Initiatives and Corporate Affairs, Chief Legal Officer and Corporate Secretary of Skullcandy, Inc., a Delaware corporation (the ?Corporation?). (2) That the resolutions duly adopted by the Boa |
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| June 24, 2016 |
EX-99.1 Exhibit 99.1 Incipio Group to Acquire Skullcandy; Create Leading Technology, Creative Culture and Mobile Lifestyle Company Highlights of the Merger: ? Unites leading brands (Incipio, Skullcandy, Incase, Astro Gaming, Braven Audio, and Tavik) to specialize in serving consumers across technology driven lifestyles. ? Creates new licensing opportunities with future and current licensing partne |
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| June 24, 2016 |
Skullcandy 8-K (Current Report/Significant Event) 8-K 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 23, 2016 SKULLCANDY, INC. (Exact name of registrant as specified in its charter) Delaware 001-35240 56-2362196 (State or other jurisdiction of incorporation) (Commission File |
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| June 24, 2016 |
EX-2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among INCIPIO, LLC, POWDER MERGER SUB, INC. and SKULLCANDY, INC. Dated as of JUNE 23, 2016 TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS & INTERPRETATIONS 2 Section 1.1 Certain Definitions 2 Section 1.2 Additional Definitions 11 Section 1.3 Certain Interpretations 13 ARTICLE II. THE OFFER 13 Section 2.1 The Offer 13 Section 2 |
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| June 24, 2016 |
EX-1 EXHIBIT 1 CUSIP No. 83083J104 Page 1 of 1 Page Exhibit 1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree, as of June 24, 2016, that only one statement containing the information required by Schedule 13D, and each amendment thereto, need be filed with respect to the ownership by each of the undersigned of s |
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| June 24, 2016 |
400 Oyster Point Blvd, Suite 534 ● South San Francisco, CA 94080 ● (650) 273-5775 EX-4 EXHIBIT 4 PRIVATE & CONFIDENTIAL June 24, 2016 Doug Collier Chairman Skullcandy, Inc. |
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| June 24, 2016 |
EX-3 EXHIBIT 3 CUSIP No. 83083J104 Page 1 of 1 Page Exhibit 3 CONFIRMING STATEMENT This Statement confirms that the undersigned has authorized and designated Thomas E. Lynch, Charles M. B. Goldman and Justin C. Jacobs, each acting singly, to execute and file on the undersigned’s behalf all Forms 3, 4 and 5 and Schedule 13D (including any amendments thereto) that the undersigned may be required to |
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| June 24, 2016 |
SKUL / Skullcandy, Inc. / Mill Road Capital II, L.P. - SC 13D Activist Investment SC 13D 1 d126008dsc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Skullcandy, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 83083J104 (CUSIP Number) Mill Road Capital II, L.P. Attn: Thomas E. Lynch 382 Greenwich Avenue Suite One Greenwich, CT 06830 |
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| June 24, 2016 |
EX-2 EXHIBIT 2 CUSIP No. 83083J104 Page 1 of 1 Page Exhibit 2 CONFIRMING STATEMENT This Statement confirms that the undersigned has authorized and designated Charles M. B. Goldman, Scott P. Scharfman and Justin C. Jacobs, each acting singly, to execute and file on the undersigned’s behalf all Forms 3, 4 and 5 and Schedule 13D (including any amendments thereto) that the undersigned may be required |
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| June 14, 2016 |
EX-99.2 3 d204056dex992.htm EX-99.2 Exhibit 99.2 June 13, 2016 PRIVATE & CONFIDENTIAL SKDY, LLC c/o Richard P. Alden 69 White Pine Canyon Road Park City, UT 84060 Re: Confidentiality Agreement Ladies and Gentlemen: In connection with the consideration by SKDY, LLC (together with Mr. Richard P. Alden (“Alden”), “you”), of a possible negotiated transaction with (a “Possible Transaction”) Skullcandy, |
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| June 14, 2016 |
SKUL / Skullcandy, Inc. / CAHILL MICHAEL R - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7) SKULLCANDY, INC. (Name of Issuer) COMMON STOCK, $0.0001 PAR VALUE (Title of Class of Securities) 83083J104 (CUSIP Number) Michael R. Cahill 7371 Prairie Falcon Rd., #120 Las Vegas, NV 89128 Richard P. Alden 69 White Pine Canyon Road Park City, UT |
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| June 14, 2016 |
EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13(d)-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other of the attached statement on Schedule 13D and to all amendments to such statement. IN WITNESS WHEREOF, the undersigned hereby executed this Agreement as of this 14th day of June, 2016. /s/ Michael R |
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| June 7, 2016 |
SKUL / Skullcandy, Inc. / CAHILL MICHAEL R - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6) SKULLCANDY, INC. (Name of Issuer) COMMON STOCK, $0.0001 PAR VALUE (Title of Class of Securities) 83083J104 (CUSIP Number) Michael R. Cahill 7371 Prairie Falcon Rd., #120 Las Vegas, NV 89128 Richard P. Alden 69 White Pine Canyon Road Park City, UT |
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| June 7, 2016 |
EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13(d)-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other of the attached statement on Schedule 13D and to all amendments to such statement. IN WITNESS WHEREOF, the undersigned hereby executed this Agreement as of this 7th day of June, 2016. /s/ Michael R. |
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| May 19, 2016 |
Submission of Matters to a Vote of Security Holders SEC Document 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) May 18, 2016 SKULLCANDY, INC. (Exact name of registrant as specified in charter) Delaware 001-35240 56-2362196 (State or other jurisdiction of incorporation) (Commission F |
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| May 6, 2016 |
Skullcandy 10-Q (Quarterly Report) 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35240 SKUL |
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| May 4, 2016 |
Skullcandy 8-K (Current Report/Significant Event) 8-K 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) May 4, 2016 SKULLCANDY, INC. (Exact name of registrant as specified in charter) Delaware 001-35240 56-2362196 (State or other jurisdiction of incorporation) (Commission File Number |
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| May 4, 2016 |
Exhibit Skullcandy, Inc. Reports First Quarter 2016 Results Skullcandy US NPD Sell-Through Increased 11%; Astro US NPD Sell-Through Increased 24% PARK CITY, UTAH ? May 4, 2016 ? Skullcandy, Inc. (NASDAQ: SKUL) today announced financial results for the first quarter ended March 31, 2016 . First quarter 2016 reported results versus the same quarter a year ago: ? Net sales: $46.3 million vs. $45.6 mi |
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| April 11, 2016 |
SKUL / Skullcandy, Inc. / CAHILL MICHAEL R - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) SKULLCANDY, INC. (Name of Issuer) COMMON STOCK, $0.0001 PAR VALUE (Title of Class of Securities) 83083J104 (CUSIP Number) Michael R. Cahill 7371 Prairie Falcon Rd., #120 Las Vegas, NV 89128 Copy to: Robert G. O’Connor J. Randall Lewis Wilson Sons |
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| April 11, 2016 |
EX-99.1 2 d320328dex991.htm EX-99.1 Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13(d)-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other of the attached statement on Schedule 13D and to all amendments to such statement. IN WITNESS WHEREOF, the undersigned hereby executed this Agreement as of this 11th day of |
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| April 5, 2016 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Pro |
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| April 5, 2016 |
DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 4, 2016 |
Skullcandy 10-K (Annual Report) 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 4, 2016 |
Exhibit 21.1 Name Jurisdiction of Formation Trade Names Skullcandy North America, LLC Delaware Skullcandy, Inc. Delaware Skullcandy International Holdings B.V. Netherlands AG Acquisition Group Delaware Astro Gaming Skullcandy Mexico S DE RL DE CV Mexico Skullcandy International GmbH Switzerland Skullcandy Nordic AB Sweden Skullcandy Servicios Mexico S DE RL DE CV SRL Mexico Skullcandy Hong Kong Li |
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| March 2, 2016 |
Skullcandy 8-K (Current Report/Significant Event) 8-K 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) March 2, 2016 SKULLCANDY, INC. (Exact name of registrant as specified in charter) Delaware 001-35240 56-2362196 (State or other jurisdiction of incorporation) (Commission File Numb |
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| March 2, 2016 |
Skullcandy, Inc. Reports Fourth Quarter and 2015 Results Exhibit Skullcandy, Inc. Reports Fourth Quarter and 2015 Results PARK CITY, UTAH ? March 2, 2016 ? Skullcandy, Inc. (NASDAQ: SKUL), which creates world-class audio experiences through its Skullcandy? and Astro Gaming? brands, today announced financial results for the fourth quarter and year ended December 31, 2015 . Fourth quarter 2015 reported results versus the same quarter a year ago ? Net sale |
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| February 16, 2016 |
SKUL / Skullcandy, Inc. / CAHILL MICHAEL R - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) SKULLCANDY, INC. (Name of Issuer) COMMON STOCK, $0.0001 PAR VALUE (Title of Class of Securities) 83083J104 (CUSIP Number) Michael R. Cahill 7371 Prairie Falcon Rd., #120 Las Vegas, NV 89128 Copy to: Robert G. O’Connor J. Randall Lewis Wilson Sons |
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| February 12, 2016 |
SKUL / Skullcandy, Inc. / FRONTIER CAPITAL MANAGEMENT CO LLC - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* SKULLCANDY INC. (Name of Issuer) COMMON STOCKS (Title of Class of Securities) 83083J104 (CUSIP Number) DECEMBER 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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| February 9, 2016 |
SKUL / Skullcandy, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* SKULLCANDY INC (Name of Issuer) Common Stock (Title of Class of Securities) 83083J104 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule |
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| January 11, 2016 |
Exhibit Exhibit 99.1 FOR IMMEDIATE RELEASE Skullcandy Updates Fourth Quarter Outlook Acquires Minority Interest in Mexico Joint Venture Management to Present at 2016 ICR Conference PARK CITY, UTAH ? January 11, 2016 ? Skullcandy, Inc. (NASDAQ: SKUL) today updated its outlook for the fourth quarter ended December 31, 2015. Updated Fourth Quarter Outlook For the fourth quarter, the Company now expec |
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| January 11, 2016 |
Skullcandy 8-K (Current Report/Significant Event) 8-K 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) January 11, 2016 SKULLCANDY, INC. (Exact name of registrant as specified in charter) Delaware 001-35240 56-2362196 (State or other jurisdiction of incorporation) (Commission File N |
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| December 11, 2015 |
SKUL / Skullcandy, Inc. / CAHILL MICHAEL R - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) SKULLCANDY, INC. (Name of Issuer) COMMON STOCK, $0.0001 PAR VALUE (Title of Class of Securities) 83083J104 (CUSIP Number) Michael R. Cahill 7371 Prairie Falcon Rd., #120 Las Vegas, NV 89128 Copy to: Robert G. O’Connor J. Randall Lewis Wilson Sons |
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| December 11, 2015 |
EX-1 Exhibit 1 10b5-1 TRADING PLAN Please call your advisor for any assistance that you may require with the completion of this 10b5-1 Trading Plan. |
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| November 9, 2015 |
Skullcandy 8-K (Current Report/Significant Event) 8-K 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) November 5, 2015 SKULLCANDY, INC. (Exact name of registrant as specified in charter) Delaware 001-35240 56-2362196 (State or other jurisdiction of incorporation) (Commission File N |
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| November 5, 2015 |
Skullcandy Reports Third Quarter 16% Net Sales Growth Exhibit Skullcandy Reports Third Quarter 16% Net Sales Growth PARK CITY, UTAH ? November 5, 2015 ? Skullcandy, Inc. |
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| November 5, 2015 |
Skullcandy 8-K (Current Report/Significant Event) 8-K 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) November 5, 2015 SKULLCANDY, INC. (Exact name of registrant as specified in charter) Delaware 001-35240 56-2362196 (State or other jurisdiction of incorporation) (Commission File N |
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| October 30, 2015 |
EX-1 2 d34654dex1.htm EX-1 Exhibit 1 10b5-1 TRADING PLAN Please call your advisor for any assistance that you may require with the completion of this 10b5-1 Trading Plan. This Plan is subject to Fidelity review and approval. This Plan will not become effective until accepted and signed by Fidelity (see Section 1(A) below). I. CUSTOMER INFORMATION Name: Ptarmagin LLC Advisor Name: Matthew Johnson/B |
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| October 30, 2015 |
SKUL / Skullcandy, Inc. / CAHILL MICHAEL R - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) SKULLCANDY, INC. (Name of Issuer) COMMON STOCK, $0.0001 PAR VALUE (Title of Class of Securities) 83083J104 (CUSIP Number) Michael R. Cahill 7371 Prairie Falcon Rd., #120 Las Vegas, NV 89128 Copy to: Robert G. O’Connor J. Randall Lewis Wilson Sons |
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| September 8, 2015 |
Skullcandy 8-K (Current Report/Significant Event) 8-K 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) September 8, 2015 SKULLCANDY, INC. (Exact name of registrant as specified in charter) Delaware 001-35240 56-2362196 (State or other jurisdiction of incorporation) (Commission File |
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| August 6, 2015 |
Skullcandy 8-K (Current Report/Significant Event) Form 8-K 6.30.15 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) August 6, 2015 SKULLCANDY, INC. (Exact name of registrant as specified in charter) Delaware 001-35240 56-2362196 (State or other jurisdiction of incorporation) (Commis |
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| August 6, 2015 |
Form 8-K 6.30.15 EX99.1 Skullcandy Second Quarter Operating Income and Earnings Per Share Exceed Expectations; Raises Guidance for Full Year Earnings Per Share PARK CITY, UTAH ? August 6, 2015 ? Skullcandy, Inc. (NASDAQ: SKUL) today announced financial results for the second quarter ended June 30, 2015 . Second quarter 2015 results versus the same quarter in the prior year ? Net sales: $58.0 milli |
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| June 1, 2015 |
SKUL SD 5.29.15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT SKULLCANDY, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-35240 56-2362196 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No) 1441 West Ute Boulevard, Suite 250 Park City, Utah 84098 (Address of pr |
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| May 22, 2015 |
Skullcandy 8-K (Current Report/Significant Event) Form 8-K 5.22.15 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) May 20, 2015 SKULLCANDY, INC. (Exact name of registrant as specified in charter) Delaware 001-35240 56-2362196 (State or other jurisdiction of incorporation) (Commissi |
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| May 5, 2015 |
Skullcandy 8-K (Current Report/Significant Event) Form 8-K 3.31.15 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) May 5, 2015 SKULLCANDY, INC. (Exact name of registrant as specified in charter) Delaware 001-35240 56-2362196 (State or other jurisdiction of incorporation) (Commissio |
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| May 5, 2015 |
Skullcandy Reports 18% First Quarter 2015 Net Sales Growth and Trims Operating Loss Form 8-K 3.31.15 EX99.1 Skullcandy Reports 18% First Quarter 2015 Net Sales Growth and Trims Operating Loss PARK CITY, UTAH ? May 5, 2015 ? Skullcandy, Inc. (NASDAQ: SKUL) today announced financial results for the first quarter ended March 31, 2015 . First quarter 2015 results versus same quarter in prior year ? Net sales: $46.2 million vs. $39.1 million (+ 18% , or +21% currency neutral basis*) ? |
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| April 10, 2015 |
SECOND AMENDMENT TO CREDIT AGREEMENT EX-10.1 2 form8-k4915ex101.htm EXHIBIT 10.1 Exhibit 10.1 SECOND AMENDMENT TO CREDIT AGREEMENT THIS SECOND AMENDMENT (this “Amendment”), dated April 7, 2015, is entered into by and between WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”), and SKULLCANDY, INC., a Delaware corporation (“Borrower”). RECITALS Borrower and Bank are parties to a Credit Agreement dated August 19, 2013 (as amended from time |
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| April 10, 2015 |
Skullcandy 8-K (Current Report/Significant Event) Form 8-K 4.9.15 Cover 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) April 7, 2015 SKULLCANDY, INC. (Exact name of registrant as specified in charter) Delaware 001-35240 56-2362196 (State or other jurisdiction of incorporation) (Co |
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| April 6, 2015 |
Skullcandy DEFINITIVE PROXY STATEMENT Definitive Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 6, 2015 |
Skullcandy DEFINITIVE ADDITIONAL MATERIALS Definitive Additional Materials UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 5, 2015 |
SKUL 12.31.14 EX99.1 Skullcandy Q4 2014 Revenue Grew 34% to $96.8 Million and Earnings Doubled to 26 cents Twelve Months Ended 2014 Revenue Grew 18% and Earnings Increase to 27 cents PARK CITY, UTAH ? March 5, 2015 ? Skullcandy, Inc. (NASDAQ: SKUL) today announced financial results for the fourth quarter and year ended December 31, 2014 . Fourth quarter 2014 results versus same quarter in prior ye |
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| March 5, 2015 |
Skullcandy 8-K (Current Report/Significant Event) Form 8-K 12.31.14 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) March 5, 2015 SKULLCANDY, INC. (Exact name of registrant as specified in charter) Delaware 001-35240 56-2362196 (State or other jurisdiction of incorporation) (Commis |
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| November 5, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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) November 5, 2014 SKULLCANDY, INC. (Exact name of registrant as specified in charter) Delaware 001-35240 56-2362196 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| November 5, 2014 |
Skullcandy reports 16% revenue growth and sevenfold operating income growth For the quarter ended September 30, 2014 PARK CITY, UTAH – November 5, 2014 – Skullcandy, Inc. |
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| October 23, 2014 |
SKUL / Skullcandy, Inc. CORRESP - - SKULLCANDY, INC. 1441 WEST UTE BLVD, SUITE 250 PARK CITY, UTAH 84098 435.940.1545 Via EDGAR October 23, 2014 Larry Spirgel Assistant Director United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Re: Skullcandy, Inc. Form 10-K for Fiscal Year Ended December 31, 2013 Filed March 17, 2014 Form 10-Q for Fiscal Quarter Ended June 30, 2 |
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| October 6, 2014 |
SKUL / Skullcandy, Inc. CORRESP - - SKULLCANDY, INC. 1441 WEST UTE BLVD, SUITE 250 PARK CITY, UTAH 84098 435.940.1545 October 6, 2014 VIA EDGAR CORRESPONDENCE Mr. Larry Spirgel, Assistant Director United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Skullcandy, Inc. Form 10-K for Fiscal Year Ended December 31, 2013 Filed March 17, 2014 Form 10-Q for Fiscal Qua |
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| August 6, 2014 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A Amendment No.1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 29, 2014 SKULLCANDY, INC. (Exact name of registrant as specified in charter) Delaware 001-35240 56-2362196 (State or other jurisdiction of incorporation) (Commis |
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| August 6, 2014 |
FIRST AMENDMENT TO CREDIT AGREEMENT FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT (this “Amendment”), dated April 29, 2014, is entered into by and between WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”), and SKULLCANDY, INC. |
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| August 5, 2014 |
SKUL / Skullcandy, Inc. S-8 - - S-8 S-8 As filed with the Securities and Exchange Commission on August 5, 2014 Registration No. |
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| July 31, 2014 |
Skullcandy Announces Second Quarter 2014 Financial Results Skullcandy Announces Second Quarter 2014 Financial Results PARK CITY, UTAH – July 31, 2014 – Skullcandy, Inc. |
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| July 31, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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) July 31, 2014 SKULLCANDY, INC. (Exact name of registrant as specified in charter) Delaware 001-35240 56-2362196 (State or other jurisdiction of incorporation) (Commission File Number) |
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| July 22, 2014 |
Skullcandy Appoints David Raffone Chief Sales and Revenue Officer Skullcandy Appoints David Raffone Chief Sales and Revenue Officer PARK CITY, Utah - July 22, 2014 - Skullcandy, Inc. |
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| July 22, 2014 |
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 July 18, 2014 (Date of Report (Date of Earliest Event Reported)) SKULLCANDY INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-35240 56-2362196 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Empl |
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| June 2, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT SKULLCANDY, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-35240 56-2362196 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No) 1441 West Ute Boulevard, Suite 250 Park City, Utah 84098 (Address of principal executiv |
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| May 20, 2014 |
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): May 14, 2014 SKULLCANDY, INC. (Exact name of registrant as specified in charter) Delaware 001-35240 56-2362196 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 19, 2014 |
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) May 14, 2014 SKULLCANDY, INC. (Exact name of registrant as specified in charter) Delaware 001-35240 56-2362196 (State or other jurisdiction of incorporation) (Commission File Number) ( |
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| May 1, 2014 |
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) April 29, 2014 SKULLCANDY, INC. (Exact name of registrant as specified in charter) Delaware 001-35240 56-2362196 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 1, 2014 |
AMENDED AND RESTATED REVOLVING LINE OF CREDIT NOTE EX-10.1 2 exhibit101-33114.htm EXHIBIT Exhibit 10.1 {Z0026935/2 } AMENDED AND RESTATED REVOLVING LINE OF CREDIT NOTE As set forth herein, this Note is issued in replacement of and in substitution for, but not in repayment, refinancing or refunding of or payment toward, the Revolving Line of Credit Note of Borrower, dated as of August 19, 2013, payable to the order of Bank in the original principal |
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| May 1, 2014 |
Skullcandy Announces First Quarter 2014 Financial Results Skullcandy Announces First Quarter 2014 Financial Results PARK CITY, UTAH – May 1, 2014 – Skullcandy, Inc. |
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| May 1, 2014 |
FIRST AMENDMENT TO CREDIT AGREEMENT Exhibit 10.2 FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT (this “Amendment”), dated April 29, 2014, is entered into by and between WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”), and SKULLCANDY, INC., a Delaware corporation (“Borrower”). RECITALS Borrower and Bank are parties to a Credit Agreement dated August 19, 2013 (as amended from time to time, the “Credit Agreement”). Capitalize |
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| April 2, 2014 |
Definitive Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 2, 2014 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Pro |
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| April 1, 2014 |
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): March 27, 2014 SKULLCANDY, INC. (Exact name of registrant as specified in charter) Delaware 001-35240 56-2362196 (State or other jurisdiction of incorporation) (Commission File Number |
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| March 21, 2014 |
SKUL / Skullcandy, Inc. / CAHILL MICHAEL R - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) SKULLCANDY, INC. (Name of Issuer) COMMON STOCK, $0.0001 PAR VALUE (Title of Class of Securities) 83083J104 (CUSIP Number) Michael R. Cahill 7371 Prairie Falcon Rd., #120 Las Vegas, NV 89128 Copy to: Robert G. O’Connor J. Randall Lewis Wilson Sons |
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| March 17, 2014 |
Skullcandy 10-K (Annual Report) SKUL 12.31.13-10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission |
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| March 17, 2014 |
S-8 As filed with the Securities and Exchange Commission on March 14, 2014 Registration No. |
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| March 10, 2014 |
rrd361832411437.html POWER OF ATTORNEY S. HOBY DARLING With respect to holdings of and transactions in securities issued by Skullcandy, Inc. (the "Company"), the undersigned hereby constitutes and appoints the individuals named on Schedule A attached hereto and as may be amended from time to time, or any of them signing singly, with full power of substitution and resubstitution, to act as the unde |
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| March 10, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 8, 2013 SKULLCANDY, INC. (Exact name of registrant as specified in charter) Delaware 001-35240 56-2362196 (State or other jurisdiction of incorporation) (Commissi |
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| March 10, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 6, 2014 SKULLCANDY, INC. (Exact name of registrant as specified in charter) Delaware 001-35240 56-2362196 (State or other jurisdiction of incorporation) (Comm |
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| March 10, 2014 |
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) February 13, 2013 SKULLCANDY, INC. (Exact name of registrant as specified in charter) Delaware 001-35240 56-2362196 (State or other jurisdiction of incorporation) (Commission File Numb |
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| March 6, 2014 |
Skullcandy Announces Fourth quarter 2013 Financial Results Skullcandy Announces Fourth quarter 2013 Financial Results PARK CITY, UTAH – March 6, 2014 – Skullcandy, Inc. |
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| March 6, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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) March 6, 2014 SKULLCANDY, INC. (Exact name of registrant as specified in charter) Delaware 001-35240 56-2362196 (State or other jurisdiction of incorporation) (Commission File Number) |
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| February 12, 2014 |
SKUL / Skullcandy, Inc. / GOODE PARTNERS CONSUMER FUND I L P - SCHEDULE 13G Passive Investment Schedule 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 Skullcandy, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 83083J104 (CUSIP Number) December 31, 2011 (Date of Ev |
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| February 12, 2014 |
EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G with respect to the shares of common stock, par value $0.0001 per share beneficially owned by each of them of Skullcandy, Inc. This Joint Filing Agreement sh |
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| February 7, 2014 |
Power of Attorney EXHIBIT 3 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, THAT: The undersigned, Waddell & Reed Financial, Inc. |
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| February 7, 2014 |
SKUL / Skullcandy, Inc. / WADDELL & REED FINANCIAL INC - SKULLCANDY, INC. Passive Investment Skullcandy, Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. 2* Skullcandy, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 83083J104 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh |
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| February 7, 2014 |
Joint Filing Agreement EXHIBIT 1 JOINT FILING AGREEMENT Waddell & Reed Financial, Inc. |
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| February 7, 2014 |
Identification and Classification of the Subsidiary Which Acquired the Security EXHIBIT 2 Waddell & Reed Investment Management Company - Tax ID No. 48-1106973 Investment Advisor registered under Section 203 of the Investment Advisors Act of 1940 Ivy Investment Management Company - Tax ID No. 03-0481447 Investment Advisor registered under Section 203 of the Investment Advisors Act of 1940 |
