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~~ February 1514, ~~2007~~ 2008

Wilsons The Leather Experts Inc.

(Exact name of registrant as specified in its charter)

Minnesota (State or other jurisdiction of incorporation)	000-21543 (Commission File Number)	41-1839933 (IRS Employer Identification No.)
7401 Boone Ave. N.
Brooklyn Park, Minnesota		55428
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code		(763) 391-4000


Minnesota (State or other jurisdiction of incorporation)		000-21543 (Commission File Number)		41-1839933 (IRS Employer Identification No.)


7401 Boone Ave. N. Brooklyn Park, Minnesota (Address of principal executive offices)		55428 (Zip Code)

Registrant’s telephone number, including area code (763) 391-4000

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):

	o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

	o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

	o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

	o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01. Entry into a Material Definitive Agreement.
	Item 3.02. Unregistered Sales of Equity Securities.
	Item 2.01 Completion of Acquisition or Disposition of Assets.
	Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
	Item 2.05 Costs Associated with Exit or Disposal Activities.
	Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
	Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
	Item 9.01. Financial Statements and Exhibits.
	Item 9.01 Financial Statements and Exhibits.
	Item 9.01(b) Pro Forma Financial Information.
SIGNATURES
Certificate of Designations
Press Release, dated February 15, 2008
Registration Rights Agreement
Press Release, dated February 21, 2008
Form of Warrant
Support Agreement
Second Amendment to Fifth Amended and Restated Credit Agreement
Reaffirmation of Guaranty
Press Release

Item 1.01. Entry into a Material Definitive Agreement.

AsOn ~~previously disclosed, on June~~February 114, ~~2007~~2008, Wilsons The Leather Experts Inc. (the “Company”) entered into aan ~~Securities Purchase~~ Agency Agreement (the “~~Purchase~~ Agreement”) with ~~the~~a ~~Purchasers~~joint ~~listed~~venture comprised of Hilco Merchant Resources, LLC, Gordon onBrothers ~~Schedule 1~~Retail ~~thereto~~Partners, LLC, and Hilco Real Estate, LLC (the “~~Purchasers~~Hilco/Gordon Brothers Joint Venture”), ~~providing~~to ~~for~~liquidate the ~~sale,~~inventory in a158 ~~private~~stores ~~placement,~~and ofassist 45in liquidating furnishings,~~000~~ fixtures ~~shares~~and equipment in the stores and in discussions with landlords regarding lease terminations in approximately 130 of ~~Series A~~these ~~Convertible~~stores. ~~Preferred~~Pursuant ~~Stock~~to (the ~~“Series A~~Agreement, ~~Convertible~~the ~~Preferred~~Hilco/Gordon ~~Stock”)~~Brothers ~~and~~Joint ~~warrants~~Venture towill ~~purchase~~pay ~~15 million~~the ~~shares~~Company ofa ~~Common~~guaranteed ~~Stock~~amount of 77% of the ~~Company~~cost (value of the ~~“Warrants”)~~inventory, ~~resulting~~subject into ~~gross~~certain ~~proceeds~~adjustments. toTo the ~~Company~~extent the liquidation proceeds exceed 77% of ~~$45.0 million~~the ~~(referred~~cost tovalue ~~herein~~of asthe inventory, plus expenses, the ~~“Equity~~Hilco/Gordon ~~Financing”)~~Brothers Joint Venture is entitled to up to 7.3% of the ~~The~~cost ~~terms~~value of the ~~Purchase~~inventory ~~Agreement~~and any remaining proceeds are ~~described~~split inequally between the Company’s ~~Current~~and the ~~Report~~Hilco/Gordon onBrothers ~~Form~~Joint ~~8-K~~Venture. ~~filed~~The Hilco/Gordon Brothers Joint Venture is required to ~~with~~reimburse the ~~Securities~~Company ~~and~~for ~~Exchange~~the ~~Commission~~operating onexpenses ~~June 5,~~of ~~2007~~the sale as defined in the Agreement to the extent they are not paid from the liquidation proceeds. In addition, ~~the~~they ~~terms~~will ofbe ~~the~~compensated ~~Support~~for ~~Agreement,~~their ~~also~~efforts ~~entered~~in ~~into~~liquidating ~~on June 1~~furnishings, ~~2007,~~fixtures ~~are~~and ~~described~~equipment in the ~~same~~stores ~~Form~~and ~~8-K~~in ~~and~~negotiating lease buyouts based on formulae in the ~~final executed~~Agreement. ~~Support~~The Agreement iswas ~~filed~~approved ~~herewith~~after asthe ~~Exhibit 10~~solicitation of competitive bids.1.

On ~~June~~February 1514, ~~2007~~2008, the Company ~~closed~~also entered into the ~~Equity~~Third ~~Financing~~Amendment to Fifth Amended and Restated Credit Agreement with General Electric Capital Corporation and the credit parties and lenders signatory thereto (the “Amendment”). OnThe ~~June 15~~Amendment added further borrowing restrictions and requires more frequent appraisals of the Company’s inventory. Specifically, ~~2007~~the borrowing base definition has been amended to exclude the value of the liquidation inventory after a guaranteed amount of liquidation proceeds is received from Hilco/Gordon Brothers Joint Venture, inand ~~connection~~to exclude the value of all store display fixtures. Also, ~~with~~a minimum $10,000,000 reserve has been added to the ~~closing~~borrowing base. However, the Amendment permits the Company ~~entered~~to ~~into~~include the ~~Registration~~amount ~~Rights~~of ~~Agreement,~~cash ~~issued~~deposited ~~the~~in ~~Warrants~~certain banks in determining how much it can ~~and~~borrow. ~~filed~~The Amendment also requires the ~~Certificate~~Company to provide a daily borrowing base certificate and a monthly appraisal of ~~Designations~~the inventory value, ~~each~~and asto ~~described~~deliver ~~below~~updated projections by February 25, 2008. ~~The~~Until such updated projections are provided, the Company ~~also~~may ~~entered~~not ~~into~~make any cash borrowings anunder ~~amendment~~the credit agreement, although, subject to ~~its~~the ~~senior~~other limitations in the credit ~~facility~~agreement, asit may ~~described~~continue ~~below~~to obtain letters of credit.

~~On June~~Item ~~15,~~2.01 ~~2007,~~Completion ~~the Company issued a press release announcing the closing~~ of ~~the~~Acquisition ~~Equity Financing,~~or aDisposition ~~copy~~ of ~~which is filed as Exhibit 99~~Assets.~~1 hereto and is incorporated herein by reference.~~

~~Registration~~On ~~Rights~~February 15, 2008, the Company announced that, pending the outcome of negotiations with landlords, up to 160 of its mall stores would be closed. The Company has retained the services of the Hilco/Gordon Brothers Joint Venture (described in Item 1.01 above) to assist in liquidating the inventory at these stores and in liquidating furnishings, fixtures and equipment in the stores and to negotiate lease buyouts with the various landlords. Pursuant to the Agreement, the Hilco/Gordon Brothers Joint Venture will pay the Company a guaranteed amount of 77% of the cost value of the inventory, subject to certain adjustments. The Hilco/Gordon Brothers Joint Venture is required to reimburse the

The Registration Rights Agreement, which is filed herewith as Exhibit 4.1 (the “Registration Rights Agreement”), provides the Purchasers with two separate rights to demand that the Company file a registration statement providing for the resale of the shares of Common Stock issuable upon conversion of the Series A Convertible Preferred Stock and upon exercise of the Warrants. In addition, the Registration Rights Agreement provides unlimited piggyback registration rights on other registrations effected by the Company.

Warrants

The Company issued Warrants to purchase an aggregate of 15 million shares of Common Stock, subject to anti-dilution adjustments in the event of stock splits and similar events, and in the event of stock issuances below either the market price or the exercise price (other than certain customary exceptions). The exercise price of the Warrants is $2.00 per share, subject to anti-dilution adjustments as described above, and the Warrants are exercisable for five years from the date of issuance. The form of Warrant is filed herewith as Exhibit 4.2.

Certificate of Designations

The Company filed the Certificate of Designations for Series A Convertible Preferred Stock (the “Certificate of Designations”), which is filed herewith as Exhibit 3.1. The Certificate of Designations provides the following rights and preferences of the Series A Convertible Preferred Stock:

• Dividends — The Series A Convertible Preferred Stock is entitled to payment in kind cumulative dividends of 8% each year, issuable semi-annually, payable in shares of Series A Convertible Preferred Stock. • Liquidation — In the event of a liquidation of the Company, ~~the~~for holders of Series A Convertible Preferred Stock will be entitled to receive an amount equal to their purchase price per share of Series A Convertible Preferred Stock plus any accrued but unpaid dividends. • Conversion — The shares of Series A Convertible Preferred Stock are initially convertible into shares of Common Stock at a conversion price of $1.50 per share, subject to anti-dilution adjustments. Accordingly, the ~~shares~~operating ofexpenses ~~Series A Convertible Preferred Stock will initially be convertible into 30 million shares~~ of ~~Common Stock. The conversion price is subject to anti-dilution adjustments in~~ the ~~event~~sale ofas ~~stock~~defined ~~splits and similar events, and~~ in the ~~event~~Agreement of stock issuances below either the market price or the conversion price. The number of shares of Common Stock issuable upon conversion of a share of Series A Convertible Preferred Stock at any time is equal to the ~~stated~~extent ~~value~~they ofare ~~such~~not ~~share~~paid ~~($1,000),~~from ~~divided by the conversion price then in effect. • Mandatory Redemption — The Company may be required to redeem shares of Series A Convertible Preferred Stock at their~~ liquidation ~~value upon certain defaults and bankruptcy events if the holders of Series A Convertible Preferred Stock elect redemption upon the occurrence of such events~~proceeds. •It ~~Optional~~is ~~Redemption~~anticipated —that ~~Beginning June 1, 2010,~~ the store ~~Company may redeem the shares of Series A Convertible Preferred Stock at their liquidation value if the~~ closing ~~price~~sales ofwill ~~the~~be ~~Common~~completed ~~Stock~~no ~~equals~~later orthan exceeds $3.75 each trading day during the 30 day period prior to the date the Company desires to redeem the shares. • Voting Rights — The Series A Convertible Preferred Stock generally votes with shares of Common Stock on an as-converted basis. • Board Seats — So long as 20% of the shares of Series A Convertible Preferred Stock remain outstandingMay 31, ~~the holders of Series A Convertible Preferred Stock may elect two directors to the Company’s board of directors~~2008. •In ~~Right of First Offer — Subject to certain exceptions~~addition, ~~holders of Series A Convertible Preferred Stock are entitled to a right of first offer to purchase any shares of stock or rights to acquire stock of~~ the ~~Company~~Hilco/Gordon Brothers ~~before~~Joint ~~the~~Venture ~~shares~~will ~~or rights can~~ be ~~offered~~compensated orfor ~~sold~~their toefforts ~~third~~in ~~parties.~~liquidating ~~• Covenants — So long as at least 20% of the shares of Series A Convertible Preferred Stock remain outstanding (and~~furnishings, ~~with respect to certain covenants, continue to be held by the Purchasers), the Company is subject to certain affirmative~~ fixtures and ~~negative~~equipment ~~covenants~~in ~~unless otherwise consented to by either~~ the ~~holders~~stores of a majority of the outstanding shares of Series A Convertible Preferred Stock or the directors designated by the holders of the Series A Convertible Preferred Stock. These include, among others, covenants relating to (i) the appointment and ~~termination of the Company’s Chief Executive Officer, (ii) transactions resulting~~ in anegotiating ~~change~~lease ofbuyouts ~~control~~based ofon ~~the~~formulae ~~Company (whether by merger, sale of capital stock or assets, or otherwise)~~ in the ~~first~~Agreement. The ~~three~~costs ~~years~~associated ~~after~~with ~~issuance~~these ofstore ~~the~~closings ~~Series~~are Amore ~~Convertible~~fully ~~Preferred~~described ~~Stock that do not result~~ in ~~the~~Item 2.05 holders of Series A Convertible Preferred Stock receiving consideration equal to at least 300% of their purchase price for the Series A Convertible Preferred Stock and Common Stock purchased by them uponbelow.

Item 2.05 Costs Associated with Exit or Disposal Activities.

On February 15, 2008, the Company announced that, pending the outcome of negotiations with landlords, up to 160 of its mall stores would be closed (described in Item 2.01 above). The Company has retained the services of the Hilco/Gordon Brothers Joint Venture (described in Item 1.01 above) to assist in liquidating the inventory at these stores and in liquidating furnishings, fixtures and equipment in the stores and to negotiate lease buyouts with the various landlords. Pursuant to the Agreement, the Hilco/Gordon Brothers Joint Venture will pay the Company a guaranteed amount of 77% of the cost value of the inventory, subject to certain adjustments. The Hilco/Gordon Brothers Joint Venture is required to reimburse the Company for the operating expenses of the sale as defined in the Agreement to the extent they are not paid from the liquidation proceeds. It is anticipated that the store closing sales will be completed no later than May 31, 2008. In addition, the Hilco/Gordon Brothers Joint Venture will be compensated for their efforts in liquidating furnishings, fixtures and equipment in the stores and in negotiating lease buyouts based on formulae in the Agreement.

The decision to close these mall stores is a cost reduction initiative that will enable the Company to reduce its working capital needs and strengthen its business as well as to provide capital for remodel efforts to convert the remaining mall stores into a new accessories store concept. The store closings will result in the elimination of 938 store-related positions and 64 positions at the Company’s corporate headquarters, overseas offices and distribution center in Brooklyn Park, Minnesota. A press release dated February 15, 2008 describes the store closing and go-forward strategy in greater detail and is attached as Exhibit 99.1 and incorporated herein by reference.

The Company currently estimates the pre-tax exit costs will approximate $21.3 million. The costs and charges related to the store closing sales and lease buyout negotiations will be recorded as settled during the first and second quarters of fiscal 2008. While not anticipated, it is possible that certain of the lease buyout costs may not be settled until the third quarter of fiscal 2008. The estimated amount and timing of these costs and charges are preliminary and may vary materially depending on various factors including the timing of the completion of the store closing sales, the outcome of negotiations with landlords, and the accuracy of assumptions used by management in developing these estimates.

The table below summarizes the types of expenses and identifies the estimated cash and non-cash charges associated with the store closing and lease buyout negotiations (in thousands):


	Cash			Non-Cash			Total
Net proceeds on inventory	$	(9,175	)	$	4,784		$	(4,391	)
Store asset write-offs					9,472			9,472
Lease contract termination costs		8,600						8,600
Deferred rent relief					(3,887	)		(3,887	)
Store closing occupancy and selling expenses		10,462						10,462
Other administrative costs		1,000						1,000

	$	10,887		$	10,369		$	21,256

~~exercise~~In of the ~~Warrants~~table above, ~~(iii)~~“Net ~~increasing~~proceeds ~~the~~on ~~size~~inventory” ofrepresents the ~~board~~amount ofby ~~directors~~which ~~above~~estimated ~~eleven,~~proceeds from the inventory liquidation (~~iv)~~which ~~incurrence~~includes ofthe ~~any~~77% ~~indebtedness~~guarantee ~~such~~amount ~~that~~as ~~after~~well ~~such~~as ~~incurrence,~~estimated reimbursable Company operating expenses during the ~~ratio~~liquidation) exceed the carrying value of the inventory. ~~Company’s~~The ~~indebtedness~~“Store ~~(excluding~~asset ~~indebtedness~~write-offs” ~~under~~include the ~~senior~~unrecoverable ~~credit~~net ~~facility)~~book tovalues ~~EBITDA~~of ~~for~~leasehold improvements, ~~the~~display ~~twelve~~fixtures ~~months~~and ~~prior~~other tostore ~~such~~related ~~incurrence~~assets ~~would~~that cannot or will not be ~~less~~redeployed and ~~than~~used orin ~~equal~~other toof ~~two~~the Company’s operations. “Lease contract termination costs” relate to ~~one,~~the estimated ~~(v)~~lease ~~material~~buyout ~~acquisitions,~~costs. ~~(vi)~~“Deferred ~~payments~~rent ofrelief” ~~cash~~represents ~~dividends~~the ~~and~~deferred ~~other~~rent ~~redemptions~~liabilities ofthat will ~~Common~~be ~~Stock,~~settled ~~and~~upon ~~(vii)~~lease ~~approval~~termination. of“Store closing occupancy and selling expenses” represent the ~~Company’s~~estimated ~~annual~~reimbursed ~~budget.~~and ~~Other~~un-reimbursed ~~affirmative~~occupancy ~~covenants~~and ~~apply~~selling soexpenses ~~long~~of asthe ~~any~~store ~~Series~~closing sales. ALastly, ~~Convertible~~“Other ~~Preferred~~administrative ~~Stock~~costs” ~~remains~~represent ~~outstanding~~various administrative costs, primarily severance and retention.

~~Exchange~~Item 3.01 ~~Cap~~Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~Because~~On ~~the number of shares of Common Stock potentially issuable upon conversion of the Series~~February A15, ~~Convertible~~2008, ~~Preferred Stock and exercise of~~ the ~~Warrants could exceed 20% of the~~ Company~~’s currently~~ ~~outstanding~~received ~~shares~~notice offrom ~~Common~~The ~~Stock, in order to comply with the~~ Nasdaq ~~Marketplace~~Stock ~~Rules, the~~Market ~~Certificate~~stating ~~of Designations and the Warrants include an “exchange cap,” which limits the number of shares of Common Stock~~ that ~~may~~for ~~be issued upon conversion of the Preferred Stock and exercise of~~30 ~~the~~consecutive ~~Warrants~~business todays ~~an aggregate of 19.9% of~~ the ~~number~~Company’s ofcommon ~~shares~~stock ofhas ~~Common~~closed ~~Stock~~below ~~currently outstanding without shareholder approval (~~the ~~“Exchange~~minimum ~~Cap”)~~$1.00 ~~Until~~per ~~the shareholders approve the issuance of~~share ~~the~~requirement ~~shares~~for incontinued ~~excess~~inclusion ofunder the Exchange Cap, the voting rights of shares of Series A Convertible Preferred Stock and any Common Stock issuable upon conversion of the Series A Convertible Preferred Stock or issuable upon exercise of the Warrants, is similarly limited. Under the Nasdaq Marketplace Rules, the Company is required to obtain shareholder approval prior to issuing any shares of Common Stock in excess of the Exchange Cap; however, pursuant to the Purchase Agreement, this approval is not required as a condition to closing or receipt of the full amount of the purchase price, which was received by the Company on JuneRule ~~15, 2007~~4450(a)(5). ~~Accordingly,~~The ~~the~~notice ~~shareholders will~~has ~~vote only on whether the shares will be convertible and exercisable into shares exceeding the~~no ~~Exchange~~effect ~~Cap, and whether the related limit~~ on ~~voting rights will be removed. As described in~~ the ~~Company’s~~ ~~Current~~listing ~~Report on Form 8-K filed with the Securities and Exchange Commission on June 5, 2007, holders~~ of ~~a majority of~~ the ~~shares of the~~ Company’s ~~outstanding~~securities ~~Common~~at ~~Stock~~this ~~have~~time, ~~signed~~and ~~a Support~~its ~~Agreement~~common ~~agreeing~~stock towill ~~vote for issuance of shares of Common Stock in excess of the Exchange~~continue ~~Cap. The Company is required~~ to ~~call~~trade ~~a special meeting of shareholders of the Company for purposes of voting~~ on ~~such~~The ~~issuance~~Nasdaq ~~promptly~~Global ~~following~~Market ~~the~~under ~~closing of~~ the ~~Equity~~symbol ~~Financing~~“WLSN”.

~~Amendment~~In accordance with Nasdaq Marketplace Rule 4450(e)(2), the Company has 180 calendar days, or until August 13, 2008, to GEregain ~~Credit~~compliance. ~~Agreement~~The notice states that if, at any time before August 13, 2008, the bid price of the Company’s common stock closes at $1.00 per share or more for a minimum of 10 consecutive business days, Nasdaq staff will provide written notification that the Company has achieved compliance with the minimum bid price requirement. No assurance can be given that the Company will regain compliance during that period.

OnIf ~~June 15,~~the ~~2007,~~Company asdoes anot ~~condition~~regain tocompliance ~~closing~~with the ~~Equity~~minimum ~~Financing~~bid price requirement by August 13, 2008, Nasdaq staff will provide the Company ~~entered~~with ~~into~~written ~~the Second~~notification ~~Amendment~~that toits ~~Fifth~~securities ~~Amended~~will ~~and~~be delisted. ~~Restated~~At ~~Credit~~that ~~Agreement~~time, (the ~~“Second~~Company ~~Amendment”),~~may ~~which~~appeal ~~is filed~~the ~~herewith~~delisting asdetermination ~~Exhibit 10~~to a Listing Qualifications Panel.2 Alternatively, ~~with~~the ~~General~~Company ~~Electric~~may ~~Capital~~apply ~~Corporation~~to ~~and~~transfer ~~the~~its ~~other~~securities ~~parties thereto.~~to The ~~Second~~Nasdaq Capital ~~Amendment~~Market ~~provided~~if ~~for~~it satisfies the ~~prepayment,~~requirements ~~without~~for ~~premium,~~initial ofinclusion ~~the~~set ~~Company’s~~forth ~~$20~~in Nasdaq ~~million~~Marketplace ~~Term~~Rule 4310(c), ~~Loan~~other Bthan ~~from~~ the ~~proceeds~~minimum bid price requirement of Nasdaq Marketplace Rule 4310(c)(4). In such event, the ~~Equity~~Company ~~Financing~~will ~~transaction~~be ~~(which~~afforded ~~prepayment~~an ~~was made~~additional on180 ~~June 15,~~calendar ~~2007),~~days ~~reduced~~to comply with the ~~prepayment~~minimum ~~fee~~bid ~~payable~~price ~~with~~requirement ~~respect~~while tolisted ~~any~~on ~~future~~The ~~termination or~~Nasdaq ~~reduction~~Capital ofMarket. ~~the~~No ~~revolving~~assurance ~~portion~~can be ofgiven that the ~~senior~~Company ~~credit~~will ~~facility,~~be ~~changed~~eligible for the ~~borrowing~~additional ~~base~~180-day compliance period, or, if ~~and~~applicable, ~~amended~~that ~~several~~it ~~covenants~~will toregain ~~accommodate~~compliance ~~certain~~during any additional compliance period.

The Company has not yet determined what action, if any, it will take in response to this notice, although the Company intends to monitor the closing bid price of its common stock between now and August 13, 2008, and to consider available options if its common stock does not trade at a level likely to result in the Company regaining compliance with the Nasdaq minimum closing bid price requirement.

~~provisions~~On ofFebruary 21, ~~the Equity Financing documents and to allow greater operating flexibility. The occurrence of a “Triggering Event” under the Certificate of Designations was added as an event of default~~2008, ~~unless~~ the ~~holders~~Company ofissued the ~~Series A~~press ~~Convertible~~release ~~Preferred~~attached ~~Stock~~hereto ~~subordinate their rights to payment~~ as ~~a result of such Triggering Event to the indebtedness under the senior credit facility~~Exhibit 99.2.

~~The~~Item 9.01 ~~amendment~~Financial toStatements ~~the~~and ~~borrowing base provides that the maximum amount available under the~~Exhibits. ~~senior credit facility is limited to:~~

•(b) Pro ~~100%~~forma offinancial the book value of credit card receivables; • plus the lesser of $10 million or 100% of the book value of eligible wholesale accounts receivable; • plus 102.5% of the then applicable discount rate applied in appraising eligible retail inventories times the appraised eligible retail inventories, plus 102.5% of such discount rate times our future retail inventories subject to trade letters of credit; • plus the lesser of $10 million, or 60% of the book value of our wholesale inventory, including in-transit inventory but minus the book value of in-transit inventory in excess of $5 million; • plus 60% of the book value of our future wholesale inventories related to trade letters of credit; • plus 85% of the then applicable discount rate applied in appraising value of eligible equipment times the appraised eligible equipment; and • minus a reserve equal to 10% of the lesser of $115.0 million and the maximum amount calculated under the formula described above.information

AsPro aForma ~~result~~Consolidated ofBalance ~~the~~Sheet ~~prepayment~~as of ~~the Term Loan B, the senior credit facility now provides for borrowings of up to $115.0~~November ~~million in aggregate principal amount. In connection with the execution of the Second Amendment~~3, ~~the~~2007 ~~Company and the intermediate parents of Wilsons Leather Holdings Inc.~~ (~~the borrower~~unaudited)~~, as well as certain subsidiaries that have~~ ~~guaranteed the borrower’s obligations under the Credit Agreement, reaffirmed their obligations in a Reaffirmation of Guaranty, a copy of which is filed as Exhibit 10.3 hereto.~~

~~Item 3.02.~~Pro ~~Unregistered~~Forma ~~Sales~~Consolidated Statement of ~~Equity~~Operations ~~Securities.~~for the Year-to-Date Period Ended November 3, 2007 (unaudited)

OnPro ~~June 15,~~Forma ~~2007,~~Consolidated ~~the~~Statement ~~Company sold 45,000 shares~~ of ~~Series A~~Operations ~~Convertible~~for ~~Preferred Stock to four institutional investors and~~ the ~~Warrants~~Year toEnded ~~purchase an aggregate of 15~~February ~~million shares of Common Stock in the Equity Financing discussed above. The Company received gross proceeds of $45.0 million in the Equity Financing. The Company paid a transaction fee of $350~~3,~~000~~ ~~to,~~2007 ~~and $500,000~~(unaudited) ~~for the out-of-pocket expenses of, the lead Purchaser, and also paid approximately $2.25 million for financial advisory services.~~

~~The~~Notes ~~offers and sales of Series A Convertible Preferred Stock and the Warrants were made~~ to ~~accredited~~ ~~investors~~Unaudited ~~pursuant~~Pro toForma ~~Rule 506~~Consolidated ofFinancial ~~Regulation D under the Securities Act of 1933, as~~Statements ~~amended (the “Securities Act”), and therefore are exempt from the registration requirements of the Securities Act.~~

(d) Exhibits

99.1 Press Release, dated February 15, 2008

99.2 Press Release, dated February 21, 2008

Item 9.01(b) Pro Forma Financial Information.

The following unaudited pro forma consolidated balance sheet has been presented as if the liquidation of the 158 retail stores and elimination of the 64 positions at the Company’s corporate headquarters, overseas offices and distribution center had occurred on November 3, 2007, which is the end of the Company’s third quarter of fiscal 2007. The unaudited pro forma consolidated balance sheet and related notes should be read in conjunction with the consolidated financial statements of the Company included in its Quarterly Reports on Form 10-Q and its Annual Report on Form 10-K as previously filed with the Securities and Exchange Commission (the “SEC”). The unaudited pro forma consolidated balance sheet is not necessarily indicative of what the actual consolidated balance sheet presentation would have been if the liquidation of these 158 retail stores and elimination of the 64 positions at the Company’s corporate headquarters, overseas offices and distribution center had actually occurred on the date indicated, nor does it purport to reflect the future consolidated balance sheet of the Company. The pro forma adjustments are described in the accompanying notes.

~~See~~WILSONS ~~Item 1.01~~THE ~~under~~LEATHER ~~“Certificate~~EXPERTS ofINC. ~~Designations~~AND ~~— Conversion,” “Warrants” and “Exchange Cap”~~SUBSIDIARIES ~~for~~PRO ~~information~~FORMA onCONSOLIDATED ~~the~~BALANCE ~~number of shares of Common Stock issuable upon conversion or exercise of the~~SHEET ~~Series A~~(In ~~Convertible~~thousands, ~~Preferred~~except ~~Stock~~share and ~~the~~per ~~Warrants,~~share ~~which sections are incorporated herein by~~amounts) ~~reference.~~

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.


	Historical						Pro Forma
	November 3,			Pro Forma			November 3,
	2007			Adjustments			2007
	(Unaudited)			(Unaudited)			(Unaudited)
ASSETS

Current assets:
Cash and cash equivalents	$	—		$	—		$	—
Accounts receivable, net		3,758			—			3,758
Inventories		88,525			(20,800	)		67,725
Prepaid expenses		7,214			(79	)		7,135
Income taxes receivable		220			—			220

Total current assets		99,717			(20,879	)		78,838
Property and equipment, net		35,562			(9,393	)		26,169
Other assets, net		959			—			959

TOTAL ASSETS	$	136,238		$	(30,272	)	$	105,966


LIABILITIES, PREFERRED STOCK AND SHAREHOLDERS’ EQUITY

Current liabilities:
Accounts payable	$	30,826		$	—		$	30,826
Revolving credit facility		19,145			(16,016	)		3,129
Checks written in excess of cash balance		4,795			—			4,795
Accrued expenses		11,190			10,887			22,077
Income taxes payable		—			—			—
Deferred income taxes		775			—			775

Total current liabilities		66,731			(5,129	)		61,602
Long-term debt		—			—			—
Income taxes payable		1,479			—			1,479
Other long-term liabilities		15,969			(3,887	)		12,082

Total liabilities		84,179			(9,016	)		75,163


Commitments and contingencies

Preferred stock, $.01 par value; 200,000 shares authorized; 45,000 and no shares issued and outstanding on November 3, 2007 and February 3, 2007, respectively		38,365			—			38,365


Shareholders’ equity (deficit):
Common stock, $.01 par value; 150,000,000 shares authorized; 39,314,901 and 39,204,299 shares issued and outstanding on November 3, 2007 and February 3, 2007, respectively		393						393
Additional paid-in capital		140,795						140,795
Accumulated deficit		(127,496	)		(21,256	)		(148,752	)
Accumulated other comprehensive income		2			—			2

Total shareholders’ equity (deficit)		13,694			(21,256	)		(7,562	)

TOTAL LIABILITIES, PREFERRED STOCK AND SHAREHOLDERS’ EQUITY (DEFICIT)	$	136,238		$	(30,272	)	$	105,966

On June 15, 2007, the holders of Series A Convertible Preferred Stock elected Michael T. Sweeney and Darren L. Acheson to serve as members of the Board of Directors.

Mr. Sweeney, age 49, joined Goldner Hawn Johnson & Morrison Incorporated (“GHJM”), a private equity firm, as a Managing Director in 2000 and was elected Managing Partner in November 2001. He previously served as President of Starbucks Coffee Company (UK) Ltd. in London and held various operating management and corporate finance roles. After starting his career with Merrill Lynch in New York and Phoenix, he built and sold an investment banking boutique. Subsequently, Mr. Sweeney developed and sold franchise companies in the Blockbuster and Papa John’s systems. Mr. Sweeney serves as a director of First Solar, Inc.

Mr. Acheson, age 43, has been an investment professional with GHJM since October 2003. From March 2002 to September 2003, Mr. Acheson founded Acheson Capital, an advisory firm that assisted GHJM in the sale of one of its investments. From September 1991 to February 2002, Mr. Acheson was an investment banker at Piper Jaffray & Co., where he worked as a senior investment banker and group head for Consumer Investment Banking.

Messrs. Sweeney and Acheson will serve as the Series A Directors pursuant to Section 2(a) of the Certificate of Designations. They were designated by GHJM as its designees pursuant to the Securities Purchase Agreement and, pursuant to the Support Agreement, the Company’s two largest shareholders, who hold approximately 56.58% of the total issued and outstanding Common Stock of the Company, agreed to vote all of their shares in favor of the two nominees for director proposed by GHJM. Messrs. Sweeney and Acheson have not been appointed to any committees of the Board of Directors as of the date of this Current Report on Form 8-K. The Company will file an amendment to this Form 8-K to disclose the committees to which they are appointed when the committee appointments are determined.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 15, 2007, the Company filed the Certificate of Designations with the Minnesota Secretary of State. See Item 1.01 above under “Certificate of Designations” for a summary of the terms of the Certificate of Designations, which is incorporated herein by reference. The filing of the Certificate of Designations is not considered an amendment of the Company’s articles of incorporation under applicable corporate law.

~~Item~~ The following unaudited pro forma consolidated statement of operations has been presented as if the liquidation of the 158 retail stores and elimination of the 64 positions at the Company’s corporate headquarters, overseas offices and distribution center had occurred on February 94, 2007, which is the beginning of the Company’s fiscal year 2007.01 The unaudited pro forma statement of operations and related notes should be read in conjunction with the consolidated financial statements of the Company included in its Quarterly Reports on Form 10-Q and its Annual Report on Form 10-K as previously filed with the SEC. ~~Financial~~The ~~Statements~~unaudited pro forma consolidated statement of operations is not necessarily indicative of what the actual results of operations would have been if the liquidation of these 158 retail stores and ~~Exhibits~~elimination of the 64 positions at the Company’s corporate headquarters, overseas offices and distribution center had actually occurred on the date indicated, nor does it purport to reflect the future results of operations of the Company. The pro forma adjustments are described in the accompanying notes.

WILSONS THE LEATHER EXPERTS INC. AND SUBSIDIARIES PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS (dIn thousands, except per share amounts) ~~Exhibits~~ (Unaudited)

	3.1		Certificate of Designations for Series A Convertible Preferred Stock dated June 15, 2007.
		Year-to-Date Period Ended November 3, 2007
	4.1		Registration Rights Agreement dated as of June 15, 2007 by and among Wilsons The Leather Experts Inc., Marathon Fund Limited Partnership V, Peninsula Investment Partners, L.P., Quaker Capital Partners I, L.P., and Quaker Capital Partners II, L.P.
					Pro Forma
	4.2		Form of Warrant issued to Marathon Fund Limited Partnership V, Peninsula Investment Partners, L.P., Quaker Capital Partners I, L.P., and Quaker Capital Partners II, L.P. on June 15, 2007.
		Historical			Adjustments			Pro Forma
	10.1		Support Agreement, dated as of June 1, 2007, by and among Wilsons The Leather Experts Inc., Marathon Fund Limited Partnership V, Peninsula Investment Partners, L.P., Quaker Capital Partners I, L.P., and Quaker Capital Partners II, L.P.
NET SALES		$	159,014		$	(37,519	)	$	121,495
	10.2		Second Amendment to Fifth Amended and Restated Credit Agreement dated as of June 15, 2007, among Wilsons Leather Holdings Inc., General Electric Capital Corporation, as Lender, Term Lender, Swing Line Lender and Agent, the Credit Parties signatory thereto and the Lenders signatory thereto.
Cost of goods sold, buying and occupancy costs			147,311			(42,437	)		104,874
	10.3		Reaffirmation of Guaranty dated as of June 15, 2007 by Wilsons The Leather Experts Inc., Wilsons Center, Inc., Rosedale Wilsons, Inc., River Hills Wilsons, Inc. and the Store Guarantors listed on the signature pages thereto in favor of General Electric Capital Corporation as Agent.
GROSS MARGIN			11,703			4,918			16,621
	99.1		Press Release of the Company dated June 15, 2007 announcing the closing of the Equity Financing.
Selling, general and administrative expenses			70,977			(17,414	)		53,563
Depreciation and amortization			8,346			(2,310	)		6,036
OPERATING LOSS			(67,620	)		24,642			(42,978	)
Interest expense, net			1,003			—			1,003
LOSS BEFORE INCOME TAXES			(68,623	)		24,642			(43,981	)
Income tax provision			539			—			539
NET LOSS			(69,162	)		24,642			(44,520	)
Less: Preferred stock paid-in-kind dividends			(2,576	)		—			(2,576	)
Beneficial conversion feature on preferred stock			(14,877	)		—			(14,877	)
Deemed dividend to warrant holders			(967	)		—			(967	)
NET LOSS AVAILABLE TO COMMON SHAREHOLDERS		$	(87,582	)	$	24,642		$	(62,940	)
BASIC AND DILUTED LOSS PER SHARE:
Basic and diluted loss per share		$	(2.23	)	$	0.63		$	(1.60	)
Weighted average shares outstanding — basic and diluted			39,262			39,262			39,262

The following unaudited pro forma consolidated statement of operations has been presented as if the liquidation of the 158 retail stores and elimination of the 64 positions at the Company’s corporate headquarters, overseas offices and distribution center had occurred on January 29, 2006, which is the beginning of the Company’s fiscal year 2006. The unaudited pro forma statement of operations and related notes should be read in conjunction with the consolidated financial statements of the Company included in its Quarterly Reports on Form 10-Q and its Annual Report on Form 10-K as previously filed with the SEC. The unaudited pro forma consolidated statement of operations is not necessarily indicative of what the actual results of operations would have been if the liquidation of these 158 retail stores and elimination of the 64 positions at the Company’s corporate headquarters, overseas offices and distribution center had actually occurred on the date indicated, nor does it purport to reflect the future results of operations of the Company. The pro forma adjustments are described in the accompanying notes.

WILSONS THE LEATHER EXPERTS INC. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)


	Year Ended February 3, 2007
				Pro Forma
	Historical			Adjustments			Pro Forma

NET SALES	$	321,262		$	(85,847	)	$	235,415
Cost of goods sold, buying and occupancy costs		234,251			(70,305	)		163,946

GROSS MARGIN		87,011			(15,542	)		71,469

Selling, general and administrative expenses		110,159			(27,146	)		83,013
Depreciation and amortization		12,462			(3,371	)		9,091

OPERATING LOSS		(35,610	)		14,975			(20,635	)
Interest expense, net		1,862			—			1,862

LOSS BEFORE INCOME TAXES		(37,472	)		14,975			(22,497	)
Income tax benefit		(4,377	)		—			(4,377	)

NET LOSS		(33,095	)		14,975			(18,120	)


BASIC AND DILUTED LOSS PER SHARE:
Basic and diluted loss per share	$	(0.85	)	$	0.38		$	(0.46	)


Weighted average shares outstanding — basic and diluted		39,154			39,154			39,154

Wilsons The Leather Experts Inc.
Notes To Unaudited Pro Forma Consolidated Financial Statements

The following assumptions have been made for the purposes of the consolidated pro forma financial statements. The pro forma adjustments to the Company’s consolidated financial statements are as follows:

Consolidated Balance Sheet

•		Asset and liability balances that are specifically identifiable to the 158 retail stores have been eliminated.

•		All intercompany balances have been eliminated for the 158 retail stores.

•		Included in the pro forma adjustments to the consolidated balance sheet is a net $21.3 million charge for asset write-offs, net proceeds of the sale of the liquidation inventory, lease termination costs, deferred rent relief, store closing sale operating costs, and other administrative costs.

•		Not included in the pro forma adjustments to the consolidated balance sheet are merchandise payables and miscellaneous accruals related to the 158 stores, as it is not practical to specifically identify these balances at an individual store level.

•		Proceeds obtained from the sale of the liquidated inventory have been reflected in the pro forma consolidated balance sheet as a decrease to outstanding debt. This adjustment reflects what the Company’s approximate borrowing levels would have been given the reduced inventory levels driven by the reduced store count.

Consolidated Statements of Operations

•		The accompanying pro forma consolidated statements of operations for both the year-to-date period ended November 3, 2007 and for the fiscal year ended February 3, 2007, have been adjusted to eliminate the results of operations for the 158 retail stores and the costs related to the elimination of the 64 positions at the Company’s corporate headquarters, overseas offices and distribution center for the periods presented.

•		Not included in the accompanying pro forma consolidated statements of operations for both the year-to-date period ended November 3, 2007 and for the fiscal year ended February 3, 2007, is the $21.3 million one-time, non-recurring charge described above.

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 hereunto duly authorized.

	WILSONS THE LEATHER EXPERTS INC.
Date: June 21, 2007	By /s/ Stacy A. Kruse
Date: February 21, 2008	By /s/ Stacy A. Kruse
	Stacy A. Kruse
	Chief Financial Officer and Treasurer

Index to Exhibits

Exhibit
No.	Description	Method of Filing
3.1	Certificate of Designations for Series A Convertible Preferred Stock dated June 15, 2007.	Electronic Transmission
4.1	Registration Rights Agreement dated as of June 15, 2007 by and among Wilsons The Leather Experts Inc., Marathon Fund Limited Partnership V, Peninsula Investment Partners, L.P., Quaker Capital Partners I, L.P., and Quaker Capital Partners II, L.P.	Electronic Transmission
4.2	Form of Warrant issued to Marathon Fund Limited Partnership V, Peninsula Investment Partners, L.P., Quaker Capital Partners I, L.P., and Quaker Capital Partners II, L.P. on June 15, 2007.	Electronic Transmission
10.1	Support Agreement, dated as of June 1, 2007, by and among Wilsons The Leather Experts Inc., Marathon Fund Limited Partnership V, Peninsula Investment Partners, L.P., Quaker Capital Partners I, L.P., and Quaker Capital Partners II, L.P.	Electronic Transmission
10.2	Second Amendment to Fifth Amended and Restated Credit Agreement dated as of June 15, 2007, among Wilsons Leather Holdings Inc., General Electric Capital Corporation, as Lender, Term Lender, Swing Line Lender and Agent, the Credit Parties signatory thereto and the Lenders signatory thereto.	Electronic Transmission
10.3	Reaffirmation of Guaranty dated as of June 15, 2007 by Wilsons The Leather Experts Inc., Wilsons Center, Inc., Rosedale Wilsons, Inc., River Hills Wilsons, Inc. and the Store Guarantors listed on the signature pages thereto in favor of General Electric Capital Corporation as Agent.	Electronic Transmission
99.1	Press Release of the Company dated June 15, 2007 announcing the closing of the Equity Financing.	Electronic Transmission

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Filing Compare · PreVu, INC