UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 or 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November, 2019

Commission file number: 001-32635

 

 

BIRKS GROUP INC.

(Translation of Registrant’s name into English)

 

 

2020 Robert Bourassa

Suite 200

Montreal, Québec

Canada

H3A 2A5

(Address of principal executive office)

 

 

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

☒  Form 20-F            ☐  Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

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

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  

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

 

 

 


EXPLANATORY NOTE:

 

  1.

APPOINTMENT OF VICE PRESIDENT AND CHIEF OMNI-CHANNEL SALES AND MARKETING OFFICER

On November 4, 2019, Birks Group Inc. (the “Company”) entered into an employment agreement (the “Agreement”) with Ms. Lanita Layton. Effective October 8, 2019, Ms. Layton assumed the role of the Company’s Vice President and Chief Omni-Channel Sales and Marketing Officer.

Ms. Layton has over 20 years of experience in luxury brand management. She was recently the Managing Director of Hugo Boss, Canada where she was responsible for Hugo Boss’ Canadian retail and wholesale operations, marketing, visual merchandising, store and shop location and leasing, as well as the distribution centre and logistics. Ms. Layton had been with Hugo Boss since 2011 and prior thereto, she was at Holt Renfrew & Co from 2001 to 2011 in various positions, including Vice President, Strategic Initiatives and Vice President & General Manager, Menswear, Gift and Gourmet. Prior to Holt Renfrew, Ms. Layton worked at Les Ailes de la Mode in Montreal for 6 years.

The Agreement provides Ms. Layton with a base salary of CDN$250,000, a minimum guaranteed bonus of $37,500 for fiscal year ending March 28, 2020, a target annual cash bonus of 40% of her annual base salary for fiscal year 2020 and thereafter and other health and retirement contribution benefits. In the event that Ms. Layton is terminated without “cause” or resigns for “good reason,” as these terms are defined in the Agreement, the Agreement provides that Ms. Layton will receive (i) any earned and accrued but unpaid base salary, (ii) up to six months of salary continuation in lieu of further salary or severance payments, which may be increased by one additional month after one year of service for each additional year of service thereafter up to a maximum of twelve months after seven years of service, (iii) certain health benefits for the period that the severance will be payable in (ii), and (iv) her bonus through the date of termination and an average annual bonus payable over the period that the severance will be payable in (ii). Ms. Layton is prohibited from competing with the Company during her employment and for a period of twelve months thereafter.

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

CONTENTS:

The following document of the Registrant is submitted herewith:

99.1 Press Release dated November 6, 2019.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

    BIRKS GROUP INC.
    (Registrant)
    By:  

/s/ Miranda Melfi

      Miranda Melfi
Date: November 6, 2019       Vice President, Human Resources, Chief Legal Officer and Corporate Secretary


EXHIBIT INDEX

 

Exhibit
Number
  

Description

Exhibit 99.1    Press release dated November 6, 2019.

 

EX-99.1

EXHIBIT 99.1

 

LOGO

 

     For more information please contact:
     Pasquale (Pat) Di Lillo
     Vice President, Chief Financial Officer
     (514) 397-2592

Birks Group Announces Appointment of Vice President and Chief Omni-Channel Sales and Marketing Officer

Montreal, Quebec, November 6, 2019 Birks Group Inc. (“Birks Group” or the “Company”) is pleased to announce that Ms. Lanita Layton has been appointed Vice President and Chief Omni-Channel Sales and Marketing Officer, effective October 8, 2019.

Ms. Layton has over 20 years of experience in luxury brand management. She was recently the Managing Director of Hugo Boss, Canada where she was responsible for Hugo Boss’ Canadian retail and wholesale operations, marketing, visual merchandising, store and shop location and leasing as well as the distribution centre and logistics. Ms. Layton had been with Hugo Boss since 2011 and prior thereto, she was at Holt Renfrew & Co from 2001 to 2011 in various positions, including Vice President, Strategic Initiatives and Vice President & General Manager, Menswear, Gift and Gourmet. Prior to Holt Renfrew, Ms. Layton worked at Les Ailes de la Mode in Montreal for 6 years.

In making the announcement, Mr. Jean-Christophe Bédos, said: “I am very pleased to welcome Lanita Layton to Birks Group. Her experience and knowledge in the retail industry as well as her expertise in luxury brand management will be valuable assets for Birks Group as we continue the development of the Birks product brand and the transformation of our stores network in Canada.”

About Birks Group Inc.

Birks Group is a leading designer of fine jewelry, timepieces and gifts and operator of luxury jewelry stores in Canada. The Company operates 26 stores under the Birks brand in most major metropolitan markets in Canada, one retail location in Calgary under the Brinkhaus brand and two retail locations in Vancouver under the Graff and Patek Philippe brands. Birks Collections are available at Mappin & Webb and Goldsmiths in the United Kingdom in addition to several jewelry retailers across North America. Birks was founded in 1879 and has become Canada’s premier retailer and designer of fine jewelry, timepieces and gifts. Additional information can be found on Birks’ web site, www.birks.com.

 


Forward Looking Statements

This press release contains certain “forward-looking” statements concerning the Company’s performance and strategies. Given such statements include various risks and uncertainties, actual results might differ materially from those projected in the forward-looking statements and no assurance can be given that we will meet the results projected in the forward looking statements. These risks and uncertainties include, but are not limited to the following: (i) economic, political and market conditions, including the economies of Canada and the U.S., which could adversely affect the Company’s business, operating results or financial condition, including its revenue and profitability, through the impact of changes in the real estate markets, changes in the equity markets and decreases in consumer confidence and the related changes in consumer spending patterns, the impact on store traffic, tourism and sales; (ii) the impact of fluctuations in foreign exchange rates, increases in commodity prices and borrowing costs and their related impact on the Company’s costs and expenses; (iii) the Company’s ability to maintain and obtain sufficient sources of liquidity to fund its operations, to achieve planned sales, gross margin and net income, to keep costs low, to implement its business strategy, maintain relationships with its primary vendors, to mitigate fluctuations in the availability and prices of the Company’s merchandise, to compete with other jewelers, to succeed in its marketing initiatives, and to have a successful customer service program and (iv) the Company’s ability to execute its strategic vision. Information concerning factors that could cause actual results to differ materially are set forth under the captions “Risk Factors” and “Operating and Financial Review and Prospects” and elsewhere in the Company’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on June 24, 2019 and subsequent filings with the Securities and Exchange Commission. The Company undertakes no obligation to update or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this statement or to reflect the occurrence of unanticipated events, except as required by law.