UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 17,
2006 (January 10, 2006)
Innovo Group Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-18926 11-2928178
(Commission File Number) (IRS Employer Identification No.)
5804 East Slauson Avenue, Commerce, California 90040
(Address of Principal Executive Offices) (Zip Code)
(323) 725-5516
(Registrant's Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions (see General
Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 Entry into a Material Definitive Agreement.
For a discussion regarding an agreement with a principal
officer, please see Item 5.02 below.
ITEM 5.02 Departure of Directors or Principal Officers; Election
of Directors; Appointment of Principal Officers
On January 10, 2006, the Board of Directors of Innovo Group
Inc., the Company, decided to terminate the employment of its
Chief Executive Officer, Samuel J. (Jay) Furrow, Jr. effective
as of January 20, 2006. Mr. Furrow continues to serve as a
member of the Company's Board until his re-election at its next
annual meeting of stockholders. In connection with his
termination, the independent members of the Board authorized
payment of certain severance benefits to Mr. Furrow, as follows:
payments in the aggregate amount of Mr. Furrow's annual salary of
$400,000 to be paid in four equal monthly installments and an
amendment to his option agreements to provide for the deletion of
the provision under the 2004 Stock Option Plan that requires an
optionee to exercise his options within 90 days of termination of
services from the Company. The Company expects to enter into a
definitive severance agreement with Mr. Furrow, and upon
execution, will file an amendment to this Current Report on Form
8-K.
On January 10, 2006, the Company's Board of Directors
appointed Marc B. Crossman, its President and Chief Financial
Officer and a member of its Board of Directors, to the position
of Interim Chief Executive Officer, in addition to his other
positions. The material terms of Mr. Crossman's employment
arrangements were described in our Definitive Proxy Statement on
Schedule 14A filed with the Securities and Exchange Commission
(the "SEC") on April 26, 2005 and supplemented by disclosure
under Item 5 of its Quarterly Report on Form 10-Q filed with the
SEC on October 11, 2005.
On January 17, 2006, the Company issued a press release,
which is attached hereto and incorporated herein by reference as
Exhibit 99.1 to this Current Report on Form 8-K, regarding the
termination of Mr. Jay Furrow and the subsequent appointment of
Mr. Crossman to fill the position of Interim Chief Executive
Officer.
On January 11, 2006, the Company received email correspon-
dence from Mr. Dean Factor indicating that Mr. Factor was resign-
ing his position effective as of that day as a member of our Board
of Directors. Mr. Factor was a member of the Audit Committee and
Compensation and Governance Committee. A copy of the correspon-
dence is attached as Exhibit 17.1 to this Current Report on 8-K.
In his correspondence, Mr. Factor indicated that while he is not
resigning in protest, he is resigning, in part, due to past dis-
agreements with management regarding suggestions or advice by the
Board of Directors. Mr. Factor also indicated he was resigning to
spend more time with his own business.As disclosed in this Current
Report on Form 8-K, at a Board of Directors meeting on January 10,
2006 at which Mr. Factor was not present, the Board of Directors
terminated the employment of Mr. Furrow, Chief Executive Officer,
and authorized the Company to engage an investment bank to explore
strategic alternatives for the Company. A copy of this disclosure
has been provided to Mr. Factor.
ITEM 8.01 Other Events.
On January 10, 2006, the Company's Board of Directors
authorized the Company to engage an investment bank to explore
strategic alternatives for the Company. However, the Company
cannot assure that this process will result in a specific
transaction. The Company does not expect to disclose
developments related to the exploration of strategic alternatives
until a definitive agreement has been approved by the Board of
Directors. A press release relating to this matter and other
management and operational changes is furnished as Exhibit 99.1
to this Current Report on Form 8-K.
ITEM 9.01 Financial Statements and Exhibits
(c) Exhibits.
Exhibit
Number Description
17.1 Correspondence on Departure of Director dated
January 11, 2006.
99.1 Press Release dated January 17, 2006
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.
INNOVO GROUP INC.
(Registrant)
Date: January 17, 2006 By: /s/ Marc Crossman
Marc Crossman
Interim Chief Executive
Officer, President, Chief
Financial Officer and Director
(Principal Executive Officer
and Principal Financial
Officer)
Exhibit Index
Exhibit
Number Description
17.1 Correspondence on Departure of Director dated
January 11, 2006.
99.1 Press Release dated January 17, 2006