SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
--------
FREDERICK'S OF HOLLYWOOD GROUP, INC.
-------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
-------------------------------------------------------------------------------
(Title of Class of Securities)
624591103
-------------------------------------------------------------------------------
(CUSIP Number)
FURSA ALTERNATIVE STRATEGIES LLC
444 Merrick Road, 1st Floor
Lynbrook, NY 11563
646-205-6200
-------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 28, 2008
-------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 624591103
-------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Fursa
Alternative Strategies LLC
I.R.S. No.: 13-4050836
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X]
------------- -----------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
10,197,476*
--------------------------------------------------------------------------------
8 SHARED VOTING POWER
0
--------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
10,197,476*
--------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
10,197,476*
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (see Instructions) [ ]
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.5%
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (see Instructions)
IA
* Includes 1,184,456 shares held in escrow as described in Item 6,
1,512,220 shares issuable upon conversion of the Series A Preferred Stock and
shares issuable upon the exercise of warrants each as described in Item 3.
ITEM 1. SECURITY AND ISSUER
SECURITY: Common Stock, $.01 par value (the "Shares")
ISSUER'S NAME AND ADDRESS:
Frederick's of Hollywood Group, Inc., formerly known as Movie Star,
Inc. (the "Issuer")
1115 Broadway
New York, New York 10010
ITEM 2. IDENTITY AND BACKGROUND
(a) Fursa Alternative Strategies LLC (the "Reporting Person")
(b) The Reporting Person is a Delaware limited liability company with its
principal executive offices located at 444 Merrick Road, 1st Floor, Lynbrook, NY
11563.
(c) The Reporting Person is a registered investment adviser under the
Investment Adviser Act of 1940.
(d, e) During the last five years neither the Reporting Person, nor, to the
best of its knowledge, any of its directors or executive officers, has been (i)
convicted of any criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to federal or
state securities laws or finding any violation with respect to such laws.
(f) The Reporting Person is organized under the laws of Delaware.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On January 28, 2008, pursuant to an Agreement and Plan of Merger and
Reorganization (the "Merger Agreement") dated December 18, 2006 by and among the
Issuer, FOH Holdings, Inc. ("Frederick's"), a Delaware corporation and the
parent company of Frederick's of Hollywood, Inc., and Fred Merger Corp., a
Delaware corporation and a wholly-owned subsidiary of the Issuer ("Merger Sub"),
Merger Sub merged with and into Frederick's with Frederick's continuing as the
surviving corporation and becoming a wholly-owned subsidiary of the Issuer (the
"Merger"). Prior to the Merger, the Reporting Person, on behalf of private
affiliated investment funds and separately managed accounts over which it
exercises discretionary authority, held approximately 50% of the outstanding
stock of Frederick's. Immediately prior to the Merger, the Issuer completed a
one for two reverse split of the Common Stock (the "Reverse Split") to comply
with the $2.00 minimum bid price requirement for continued listing on the
American Stock Exchange. The material terms of the Reverse Split are described
in the Issuer's definitive proxy statement (SEC File No. 001-05893) filed
November 30, 2007 (the "Proxy Statement") in the Section entitled "Reverse Stock
Split Proposal" beginning on page 101 and is hereby incorporated by reference.
At the effective time of the Merger on January 28, 2008 (the "Effective Time"),
pursuant to the Merger Agreement, each share of common stock of Frederick's
("Frederick's Common Stock") that was outstanding at the Effective Time was
converted into the right to receive shares of Common Stock equal to the product
of (i) 0.8 multiplied by (ii) the number of shares of Frederick's Common Stock
held by each stockholder of Frederick's immediately prior to the Effective Time
multiplied by (iii) an exchange ratio of 17.811414 (the "Exchange Ratio") plus
the right to receive the distributions, if any, under the escrow established
pursuant to the Escrow Agreement (as defined below). As a result of the Merger
(after giving effect to the Reverse Split) and pursuant to the Merger Agreement,
the Reporting Person received 5,922,287 shares of Common Stock. 1,184,456 of
these shares of Common Stock are held in escrow pursuant to the Escrow Agreement
described in Item 6. In addition, the Fursa Debt Holders (as defined below)
agreed to cancel a portion of the debt issued by Frederick's held by them in the
aggregate amount of $7,500,000 in exchange for 3,829,325 shares of a new series,
Issuer's Series A 7.5% Preferred Stock (the "Preferred Stock"), which number of
shares was equivalent to dividing 7,500,000 by the average daily closing price
of the shares of the Issuer's Common Stock, for twenty (20) days immediately
preceding the record date of the Rights Offering (as defined below). The
material terms of the Merger Agreement are described in the Proxy Statement in
the Sections entitled "The Merger and Related Transactions" and "The Merger
Agreement" beginning on pages 37 and 60, respectively, and are hereby
incorporated by reference.
3
In connection with the Merger, the Issuer issued to its stockholders
prior to the Merger non-transferable rights (the "Rights") to purchase an
aggregate of $20 million of new shares (the "Rights Shares") of Common Stock
(the "Rights Offering"). Pursuant to the Standby Purchase Agreement (the
"Standby Purchase Agreement") entered into on December 18, 2006 by and among the
Issuer, the Reporting Person, Fursa Rediscovered Opportunities Fund L.P.
(formerly known as Mellon HBV Rediscovered Opportunities Fund L.P.), a Delaware
limited partnership, Fursa Global Event Driven Fund L.P. (formerly known as
Mellon HBV Global Event Driven Fund L.P.), a Delaware limited partnership, Fursa
Capital Partners LP (formerly known as Mellon HBV Capital Partners LP), a
Delaware limited partnership, Blackfriars Master Vehicle LLC, a Delaware limited
liability company, and Axis RDO Ltd., a company incorporated in the Bahamas
(collectively, the "Fursa Standby Purchasers"), Tokarz Investments, LLC, a
Delaware limited liability company ("Tokarz Investments") and TTG Apparel, LLC,
a Delaware limited liability company ("TTG", together with Tokarz Investments,
the "Tokarz Standby Purchasers," and the Tokarz Standby Purchasers together with
the Fursa Standby Purchasers, the "Standby Purchasers"), if and to the extent
the Rights Shares were not purchased by the Issuer's stockholders pursuant to
the exercise of Rights (such shares not purchased, the "Unsubscribed Shares"),
the Standby Purchasers agreed to purchase from the Issuer, at the subscription
price of the Rights Shares (the "Subscription Price"), such Unsubscribed Shares
as necessary to ensure the issuance of $20 million of Rights Shares, with Fursa
SPV LLC (formerly known as Mellon HBV SPV LLC), a Delaware limited liability
company ("Fursa SPV"), Fursa Master Rediscovered Opportunities Fund L.P.
(formerly known as Mellon HBV Master Rediscovered Opportunities Fund L.P.), a
Delaware limited partnership ("Fursa Master Rediscovered," and together with
Fursa SPV, the "Fursa Debt Holders") and the Fursa Standby Purchasers
purchasing, on a several but not on a joint and several basis, 50% of such
amount of Unsubscribed Shares and the Tokarz Standby Purchasers purchasing the
remaining 50% of such amount of Unsubscribed Shares. The Rights Offering expired
on January 17, 2008, with the Issuer's stockholders prior to the Merger
purchasing 752,473 shares of Common Stock at a subscription price of $3.52 per
share (as adjusted to reflect the Reverse Split) leaving a total of 4,929,346
shares of Common Stock to be purchased by the Standby Purchasers (as adjusted to
reflect the Reverse Split). On January 28, 2008, pursuant to the Standby
Purchase Agreement, the Reporting Person purchased 2,464,673 shares of Common
Stock at the Subscription Price of $3.52 per share, for an aggregate purchase
price of $8,675,648.96, which amount was paid with company funds. The material
terms of the Rights Offering and Standby Purchase Agreement are described in the
Proxy Statement in the Section entitled "Other Transaction Documents - Standby
Purchase Agreement - Rights Offering" beginning on page 80 and are hereby
incorporated by reference.
4
As sole consideration for the Standby Purchasers' commitments under the
Standby Purchase Agreement, the Issuer issued warrants to the Standby Purchasers
(the "Guarantor Warrants"), with an exercise price equal to the Subscription
Price, representing the right to purchase an aggregate of 596,591 shares of
Common Stock. In connection with its commitment under the Standby Purchase
Agreement, the Reporting Person, on behalf of an affiliated fund, received a
Guarantor Warrant to purchase up to 298,296 shares of Common Stock (after giving
effect to the Reverse Split), with an exercise price of $3.52 per share. The
material terms of the Guarantor Warrants are described in the Proxy Statement in
the Section entitled "Other Transaction Documents - Guarantor Warrants"
beginning on page 81 and hereby incorporated by reference.
The information set forth above does not purport to be complete and is
qualified in its entirety by reference to the full text of the Merger Agreement
and the Standby Purchase Agreement. A copy of the Merger Agreement and its
amendments are filed as Annexes A, B-1 and B-2 to the Proxy Statement, all of
which are incorporated herein by reference. A copy of the Standby Purchase
Agreement is filed as Exhibit 10.2 to the Form 8-K filed by the Issuer on
December 20, 2006, and is incorporated by reference herein. The Guarantor
Warrant issued to Fursa Master Global Event Driven Fund L.P is filed as Exhibit
4.3 to the Form 8-K filed by the Issuer on February 1, 2008, and is incorporated
by reference herein.
ITEM 4. PURPOSE OF TRANSACTION
The information set forth or incorporated by reference in Items 3 and 6
herein is hereby incorporated by reference. Other than the discussion under
Items 3 and 6 incorporated herein, the Reporting Person acquired Common Stock of
the Issuer for investment purposes. However, the Reporting Person expects its
evaluation of this investment and investment alternatives to be ongoing. Subject
to compliance with applicable law, at any time, additional shares of Issuer's
Common Stock or other securities may be acquired or some or all of the shares of
the Issuer's Common Stock or other securities beneficially owned by the
Reporting Person may be sold, in either case in open market, privately
negotiated transactions or otherwise.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of January 28, 2008, the Reporting Person may be deemed to
beneficially own on behalf of private affiliated investment funds and separately
managed accounts over which it exercises discretionary authority 10,197,496
shares of the Issuer's Common Stock, including 3,829,325 shares of Preferred
Stock convertible, after giving effect to the Reverse Split, into 1,512,220
shares of Common Stock, and 298,296 shares of Common Stock that the Reporting
Person may purchase upon exercise of the Guarantor Warrant, together
representing approximately 36.5% of the Issuer's outstanding Common Stock (based
on 26,110,220 shares outstanding as represented by the Issuer in connection with
the Merger).
5
(b) The Reporting Person has sole power to vote or direct the vote and sole
power to dispose and to direct the disposition of the Shares.
(c) The Reporting Person has not effected any transactions in Common Stock
during the past sixty days except as described in Item 3 and elsewhere in this
Schedule 13D.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The information set forth or incorporated by reference in Items 3, 4 and 5
is hereby incorporated herein by reference.
In connection with the Merger, the Issuer and designated
representatives of the holders of Frederick's Common Stock, including the
Reporting Person, entered into an escrow agreement at the Effective Time with an
escrow agent (the "Escrow Agreement") whereby 1,184,456 of the shares of Common
Stock issuable to the Reporting Person as a result of the Merger and pursuant to
the Merger Agreement were issued and deposited into escrow to cover
indemnification claims that may be brought by the Issuer for certain matters,
including breaches of representations, warranties and covenants contained in the
Merger Agreement. Shares remaining in escrow will be released following the 18
month anniversary of the Effective Time, subject to extension under certain
circumstances. Similarly, 618,283 treasury shares of Common Stock representing
7.5% of the aggregate number of issued and outstanding shares of Common Stock
immediately prior to the Effective Time were deposited into escrow by the Issuer
to cover any indemnification claims that may be brought by Frederick's
stockholders against the Issuer, which shares will be returned to the Issuer
following the 18 month anniversary of the Effective Time, subject to certain
conditions and to the extent not used to satisfy indemnification claims. The
material terms of the Escrow Agreement are described in the Proxy Statement in
the Sections entitled "The Merger Agreement - Escrow Arrangements" and "Other
Transaction Documents - Escrow Agreement" beginning on pages 61 and 83,
respectively, and are hereby incorporated by reference. The Escrow Agreement is
filed as Exhibit 10.1 to the Form 8-K filed by the Issuer on February 1, 2008,
and is incorporated by reference herein.
On December 18, 2006, in connection with the Merger Agreement,
Frederick's, the Reporting Person, the Fursa Debt Holders, Fursa Standby
Purchasers (the Fursa Debt Holders and the Fursa Standby Purchasers are
hereafter collectively referred to as the "Fursa Managed Accounts"), Tokarz
Investments and the Issuer entered into a stockholders agreement (the "Company
Stockholders Agreement"). Pursuant to the Company Stockholders Agreement, the
Reporting Person, the Fursa Managed Accounts and Tokarz Investments agreed,
among other things, not to solicit or accept any third party proposals involving
a merger or acquisition of Frederick's. In addition, pursuant to the Company
Stockholders Agreement, the Fursa Debt Holders which hold Frederick's
indebtedness, agreed with the Issuer that in connection with the consummation of
the transactions contemplated by the Merger Agreement, they would cancel $7.5
million of such indebtedness in exchange for shares of a new series of the
Issuer's Series A 7.5% Convertible Preferred Stock (the "Series A Preferred
Stock"). The Company Stockholders Agreement is filed as Exhibit 10.1 to the Form
8-K filed by the Issuer on December 20, 2006, and is incorporated by reference
herein.
6
In connection with the Merger, the Issuer entered into an agreement
with the Reporting Person (on its behalf and on behalf of the Fursa Managed
Accounts) and the Tokarz Standby Purchasers (the "Shareholders Agreement")
whereby such stockholders agreed, among other things, to certain restrictions on
(i) acting together with respect to their shares of Common Stock, (ii)
increasing their ownership positions in the Issuer, (iii) transferring their
securities of the Issuer and (iv) voting for directors whereby such stockholders
agreed to vote for the directors initially serving on the Board of Directors of
the Issuer immediately following the Effective Time. These provisions will
remain applicable during the 18 months following the Effective Time. Also during
this 18-month period, the Board of Directors will be subject to specified
supermajority voting requirements as set forth in the Restated Certificate (as
defined below), and which are discussed in Section 5.03 of the Form 8-K filed by
the Issuer on December 20, 2006. The material terms of the Shareholders
Agreement are described in the Proxy Statement in the Section entitled "Other
Transaction Documents - Shareholders Agreement" beginning on page 82 and are
hereby incorporated by reference. The Shareholders Agreement is filed as Exhibit
10.2 to the Form 8-K filed by the Issuer on February 1, 2008, and is
incorporated by reference herein. Consistent with the foregoing, each of William
F. Harley, III and Thomas Lynch has been elected to the Issuer's Board of
Directors.
In connection with the Merger, the Issuer entered into a registration
rights agreement with the Reporting Person (on its behalf and on behalf of the
Fursa Managed Accounts) and the Tokarz Standby Purchasers pursuant to which the
Issuer granted certain demand and "piggyback" registration rights to such
parties (the "Registration Rights Agreement").The material terms of the
Registration Rights Agreement are described in the Proxy Statement in the
Section entitled "Other Transaction Documents - Registration Rights Agreement"
beginning on page 85 and are hereby incorporated by reference. The Registration
Rights Agreement is filed as Exhibit 10.3 to the Form 8-K filed by the Issuer on
February 1, 2008, and is incorporated by reference herein.
In connection with the transactions contemplated by the Merger
Agreement, a majority of the Issuer's stockholders not affiliated with the
Reporting Person adopted a Restated Certificate of Incorporation of the Issuer
to (i) change the Issuer's name from Movie Star, Inc. to Frederick's of
Hollywood Group Inc., (ii) increase the number of authorized shares of Common
Stock from 30,000,000 to 200,000,000, (iii) authorize the issuance of up to
10,000,000 shares of preferred stock and (iv) effect the Reverse Split (the
"Restated Certificate"). Reference is made to the disclosure in the Proxy
Statement in the Sections entitled "Increase of Authorized Common Stock
Proposal, Name Change Proposal, Preferred Stock Proposal and Reverse Stock Split
Proposal" beginning on page 97, 98, 99 and 101, respectively, and is hereby
incorporated by reference. The Restated Certificate is filed as Exhibit 3.1 to
the Form 8-K filed by the Issuer on February 1, 2008, and is incorporated by
reference herein.
7
On December 18, 2006, the Issuer's Board of Directors approved Amended
and Restated By-Laws that became effective at the Effective Time. Reference is
made to the disclosure in the Proxy Statement in the Section entitled "The
Merger Agreement - Amended and Restated Bylaws" beginning on page 75 and is
hereby incorporated by reference. These Amended and Restated Bylaws are filed as
Exhibit 3.2 to the Form 8-K filed by the Issuer on February 1, 2008, and is
incorporated by reference herein.
The information set forth above does not purport to be complete and is
qualified in its entirety by reference to the full text of the Merger Agreement,
a copy of which is filed as Annex A to the Proxy Statement, including its
amendments filed as Annexes B-1 and B-2 to the Proxy Statement, all of which are
incorporated herein by reference, and by reference to the Form 8-K filed by the
Issuer on February 1, 2008 and the full text of the exhibits attached thereto,
all of which are incorporated herein by reference.
Except as described in this Schedule 13D, the Reporting Persons do not
presently have any other material contracts, arrangements, understandings or
relationships (legal or otherwise) with respect to any securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Agreement and Plan of Merger and Reorganization, dated as of
December 18, 2006, by and among Movie Star, Inc., a New York
corporation, FOH Holdings, Inc., a Delaware corporation and
Fred Merger Corp., a Delaware corporation and a wholly-owned
subsidiary of Movie Star, Inc. (incorporated by reference to
Annex A of the Definitive Proxy Statement (No. 001-05893),
filed November 30, 2007).
Exhibit 2 Amendment to Agreement and Plan of Merger and Reorganization
dated as of June 8, 2007 by and among Movie Star, Inc., a New
York corporation, FOH Holdings, Inc., a Delaware corporation
and Fred Merger Corp., a Delaware corporation and a wholly-
owned subsidiary of Movie Star, Inc. (incorporated by
reference to Annex B-1 of the Definitive Proxy Statement
(No. 001-05893), filed November 30, 2007).
Exhibit 3 Second Amendment to Agreement and Plan of Merger and
Reorganization dated as of November 27, 2007 by and among
Movie Star, Inc., a New York corporation, FOH Holdings, Inc.,
a Delaware corporation and Fred Merger Corp., a Delaware
corporation and a wholly-owned subsidiary of Movie Star, Inc.
(incorporated by reference to Annex B-2 of the Definitive
Proxy Statement (No. 001-05893), filed November 30, 2007).
8
Exhibit 4 Stockholders Agreement, dated as of December 18, 2006, by and
among Movie Star, Inc. a New York Corporation, Tokarz
Investments, LLC, a Delaware limited liability company, Fursa
Alternative Strategies LLC (formerly known as Mellon HBV
Alternative Strategies LLC), a Delaware limited liability
company, and its affiliated and/or managed funds and accounts
listed in paragraph (a) of Schedule 1 thereto, Fursa SPV LLC
and Fursa Master Rediscovered Opportunities Fund L.P.
(incorporated by reference to Exhibit 10.1 to the Form 8-K
filed by Movie Star, Inc. on December 20, 2006).
Exhibit 5 Standby Purchase Agreement, dated as of December 18, 2006 by
and among Movie Star, Inc., a New York corporation, TTG
Apparel, LLC, a Delaware limited liability company, Tokarz
Investments, LLC, a Delaware limited liability company, Fursa
Alternative Strategies LLC (formerly known as Mellon HBV
Alternative Strategies LLC), a Delaware limited liability
company, Fursa Rediscovered Opportunities Fund L.P. (formerly
known as Mellon HBV Rediscovered Opportunities Fund L.P.), a
Delaware limited partnership, Fursa Global Event Driven Fund
L.P. (formerly known as Mellon HBV Global Event Driven Fund
L.P.), a Delaware limited partnership, Fursa Capital Partners
LP (formerly known as Mellon HBV Capital Partners LP), a
Delaware limited partnership, Blackfriars Master Vehicle LLC,
a Delaware limited liability company and Axis RDO Ltd., a
company incorporated in the Bahamas (incorporated by reference
to Exhibit 10.2 to the Form 8-K filed by Movie Star, Inc. on
December 20, 2006).
Exhibit 6 Escrow Agreement, dated as of January 28, 2008 by and among
Movie Star, Inc., a New York corporation, FOH Holdings, Inc.
stockholder representatives and Continental Stock Transfer and
Trust Company (incorporated by reference to Exhibit 10.1 to
the Form 8-K filed by the Issuer on February 1, 2008).
Exhibit 7 Shareholders Agreement, dated as of January 28, 2008, by and
among Movie Star, Inc., a New York corporation, Tokarz
Investments, LLC, a Delaware limited liability company, TTG
Apparel, LLC, a Delaware limited liability company and Fursa
Alternative Strategies LLC (formerly known as Mellon HBV
Alternative Strategies LLC), a Delaware limited liability
company (incorporated by reference to Exhibit 10.2 to the Form
8-K filed by the Issuer on February 1, 2008).
Exhibit 8 Registration Rights Agreement, dated as of January 28, 2008,
by and among Movie Star, Inc., a New York corporation, Tokarz
Investments, LLC, a Delaware limited liability company, TTG
Apparel, LLC, a Delaware limited liability company and Fursa
Alternative Strategies LLC (formerly known as Mellon HBV
Alternative Strategies LLC), a Delaware limited liability
company (incorporated by reference to Exhibit 10.3 to the Form
8-K filed by the Issuer on February 1, 2008).
Exhibit 9 Guarantor Warrant, dated January 28, 2008, issued by Movie
Star, Inc., a New York corporation, to Tokarz Investments,
LLC, a Delaware limited liability company (incorporated by
reference to Exhibit 4.2 to the Form 8-K filed by the Issuer
on February 1, 2008).
9
Exhibit 10 Restated Certificate of Incorporation of Movie Star, Inc., a
New York corporation (incorporated by reference to Exhibit 3.1
to the Form 8-K filed by the Issuer on February 1, 2008).
Exhibit 11 Amended and Restated Bylaws of Movie Star, Inc., a New York
corporation (incorporated by reference to Exhibit 3.2 to the
Form 8-K filed by the Issuer on February 1, 2008).
10
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 6, 2008
Fursa Alternative Strategies LLC,
a Delaware Limited Liability Company
By: /s/ William F. Harley, III
-----------------------------------
William F. Harley, III
Chief Investment Officer
11