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~~ August 297, 2017

	West Marine, Inc.
(Exact name of registrant as specified in its charter)

Delaware	0-22512	77-0355502
(State or other	(Commission	(I.R.S. Employer
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
jurisdiction of incorporation)	File Number)	Identification No.)

500 Westridge Drive

Watsonville, California 95076

(Address of Principal Executive Offices, Including Zip Code)

	(831) 728-2700

(Registrant’s Telephone Number, Including Area Code)

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:

☐¨ 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))

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 12.0102. ~~Entry~~Results ~~into~~of aOperations ~~Material~~and ~~Definitive~~Financial ~~Agreement~~Condition.

On ~~June~~August 297, 2017, West Marine, Inc., issued a ~~Delaware~~press ~~corporation~~release ~~(“West~~announcing ~~Marine”),~~its ~~entered~~financial ~~into~~results anfor ~~Agreement~~the ~~and~~13-week ~~Plan~~period ~~of Merger~~ (~~the~~second ~~“Merger Agreement”~~quarter) ~~with Rising~~ended ~~Tide~~July ~~Parent Inc.~~1, a2017 ~~Delaware~~and ~~corporation~~for ~~(“Parent”),~~the ~~an affiliate of Monomoy Capital Partners a New York~~26-~~based private~~week ~~equity~~period ~~fund~~ended ~~(“Monomoy”)~~July 1, ~~and Rising Tide Merger Sub, Inc~~2017., aA ~~Delaware~~copy ~~corporation and a wholly-owned subsidiary~~ of ~~Parent~~this ~~(“Merger~~press ~~Sub”).~~release ~~Pursuant~~is toattached ~~the Merger~~hereto ~~Agreement, Merger Sub will be merged with and into West Marine (the “Merger”), with West Marine continuing~~ as ~~the~~Exhibit ~~surviving company in the Merger~~99.1.

~~Subject~~In addition to ~~the~~disclosing ~~terms~~financial ~~and~~results ~~conditions~~that ~~set~~are ~~forth~~ determined in ~~the Merger Agreement,~~accordance atwith ~~the~~accounting ~~effective time of the Merger~~principles, ~~each~~generally ~~share~~accepted ~~of common stock, par value $0.001 per share, of West Marine (the “Shares”) issued and outstanding immediately prior to the effective time of the Merger (other than Shares held~~ in the ~~treasury~~United ofStates West Marine and all Shares owned of record by Parent, or any of their respective direct or indirect wholly-owned subsidiaries, and Shares owned by a person who is entitled to appraisal rights under the Delaware General Corporation Law (~~the~~ “~~DGCL~~GAAP”), ~~and has complied with all~~ the ~~provisions~~press ofrelease ~~the DGCL concerning the right of holders of such Shares to require appraisal of such Shares)~~discloses ~~will~~EBITDA ~~be automatically converted into the right to receive $12.97 in cash, without interest (the “Merger Consideration”),~~ and ~~all~~earnings ~~such~~per ~~Shares~~share ~~shall~~adjusted ~~thereafter~~for becertain ~~cancelled~~one-time ~~and~~events ~~cease~~that tooccurred ~~have~~during ~~any rights with respect thereto, except~~ the ~~right~~second ~~to receive the Merger Consideration~~quarter.

~~The Merger~~We ~~Agreement contains~~believe ~~customary~~EBITDA ~~representations and~~provides ~~warranties~~a helpful picture of ~~West~~the ~~Marine~~operating performance of the business. EBITDA is calculated as net income (loss) plus interest expense, depreciation and ~~Parent~~amortization, and income tax expense. ~~Additionally~~EBITDA is not a presentation made in accordance with GAAP, ~~the Merger~~is ~~Agreement provides~~not ~~for~~a ~~customary~~measure ~~pre-closing~~of ~~covenants~~financial performance or condition, ofliquidity ~~West~~or ~~Marine~~profitability, ~~including~~and ~~covenants~~should ~~relating~~not tobe ~~conducting~~considered ~~its~~as ~~operations~~alternatives into ~~all~~(1) ~~material~~net ~~respects~~income, inoperating ~~the~~income ~~ordinary~~or ~~course~~any ofother ~~business~~performance ~~substantially~~measures ~~consistent~~determined in accordance with ~~past~~GAAP ~~practice~~or ~~and~~(2) ~~refraining~~operating ~~from~~cash ~~taking~~flows ~~certain~~determined ~~actions~~in ~~without~~accordance ~~Parent’s~~with ~~consent~~GAAP. Additionally, ~~covenants~~EBITDA is not intended to ~~solicit~~be ~~proposals~~a ~~relating~~measure toof ~~alternative~~free ~~transactions~~cash orflow for management’s discretionary use, ~~subject~~as toit does not consider certain ~~exceptions~~cash requirements such as interest payments, ~~enter~~tax ~~into~~payments, ~~discussions~~debt ~~concerning or~~service ~~provide~~requirements ~~information~~and inreplacements ~~connection~~of ~~with~~fixed ~~alternative~~assets. ~~transactions~~By eliminating interest, income taxes, depreciation and ~~covenants~~amortization, ~~requiring~~we ~~West~~believe ~~Marine’s~~the ~~board~~result ofis ~~directors~~a useful measure across time in evaluating our orfundamental core operating performance. We also believe that EBITDA provides a ~~committee~~clearer ~~thereof~~picture ~~(the~~of ~~“Board”)~~operating performance of the business, ~~subject~~given tothe ~~certain~~significant ~~exceptions~~investments we are making in the growth of the business, toby ~~recommend~~eliminating ~~that~~the ~~West~~effects ~~Marine’s~~of ~~stockholders~~depreciation ~~approve~~and ~~the Merger~~interest ~~Agreement~~expense.

~~Prior~~Management tobelieves that the ~~approval~~presentation of ~~the Merger~~EBITDA ~~Agreement by~~is ~~West~~useful ~~Marine’s~~to ~~stockholders,~~investors ~~the~~because ~~Board~~these ~~may~~measures ~~change~~are ~~its~~frequently ~~recommendation~~used ~~that~~by ~~West~~securities ~~Marine’s~~analysts, ~~stockholders~~investors ~~approve~~and other interested parties in the ~~Merger~~ evaluation ~~Agreement if~~of the ~~Board~~operating ~~receives~~performance aof ~~superior~~companies ~~proposal~~in orour ifindustry ~~there~~and isindustries ansimilar ~~intervening~~to ~~event~~ours. Management also uses EBITDA to evaluate our operations. However, ~~but~~as ~~only~~indicated, ifEBITDA ~~certain~~does ~~conditions~~not include interest expense on borrowed money, the payment of income taxes, amortization of our definite-lived intangible assets, or depreciation expense on our capital assets, which are necessary elements ~~satisfied~~of ~~with~~our ~~respect~~operations. ~~thereto~~Since ~~and~~EBITDA ~~West~~does ~~Marine~~not ~~complies~~account ~~with~~for these and other expenses, its ~~obligations~~utility as a measure of our operating performance has limitations. Due to these limitations, management does not view EBITDA in ~~respect~~isolation, ~~thereof~~but also uses other measurements, such as net income and revenues to measure operating performance.

~~Parent~~We ~~and~~believe ~~West~~adjusted ~~Marine~~earnings ~~have~~per ~~agreed~~share provides a better understanding of the fundamental performance of the business because the events being adjusted are not anticipated to ~~use~~be ~~their~~recurring ~~respective~~in ~~reasonable~~the normal ~~best~~course ~~efforts,~~of ~~subject~~our tocore ~~certain~~operations. ~~exceptions,~~Adjusted ~~to,~~earnings ~~among~~per ~~other~~share ~~things~~is calculated by adjusting for expenses associated with a previously-announced proposed merger transaction, ~~consummate~~a ~~the~~currency ~~transactions~~translation ~~contemplated~~adjustment bycharge ~~the Merger~~related to cessation of our Canadian operations and a credit ~~Agreement as~~from ~~promptly~~a supplier for prior year over-billing. Adjusted earnings per share should be considered as ~~reasonably~~a ~~practicable~~supplement to, and ~~obtain~~not ~~any~~as ~~required~~a substitute ~~regulatory~~for, ~~approvals~~or superior to, financial measures calculated in accordance with GAAP.

~~Consummation~~Our ofpresentation ~~the Merger is subject to various conditions, including, among others, customary conditions relating to the approval~~ of ~~the Merger~~EBITDA ~~Agreement by the requisite vote of West Marine’s stockholders,~~ and ~~expiration~~adjusted ofearnings ~~the~~per ~~applicable~~share ~~waiting period under the Hart-Scott-Rodino Antitrust Improvements~~has ~~Act~~limitations ~~of 1976,~~ as ~~amended.~~analytical ~~The~~tools, ~~obligation of each party to consummate the Merger is also conditioned on the other party's representations~~ and ~~warranties~~should ~~being~~not ~~true~~be ~~and~~considered ~~correct~~in ~~(subject~~isolation ~~to certain materiality~~ or deas ~~minimis~~a ~~exceptions)~~substitute ~~and~~for ~~the~~analysis ~~other~~of ~~party~~our ~~having~~results ~~performed in~~as ~~all material respects its obligations~~ reported under ~~the Merger Agreement~~GAAP. ~~The~~Because ~~transaction is~~ not ~~conditioned~~all oncompanies ~~Parent’s receipt~~use ofidentical ~~financing~~calculations, ~~however~~the ifpresentation ~~Parent~~of isEBITDA may not ~~able~~be, ~~to secure financing~~ and ~~the~~adjusted ~~agreement~~earnings per isshare ~~terminated~~most aslikely awill ~~result,~~not ~~Parent would~~ be, ~~obligated~~comparable to ~~pay~~other ~~West~~similarly ~~Marine~~titled ameasures ~~termination fee~~ of ~~$17,000,000~~other companies.

~~The Merger~~Management ~~Agreement also~~has ~~provides~~reconciled ~~for~~these ~~certain~~non-GAAP ~~mutual~~financial measures ~~termination~~to ~~rights of West Marine and Parent, including~~ the ~~right~~most ofdirectly ~~either~~comparable ~~party~~GAAP tofinancial ~~terminate~~measures ~~the Merger~~in ~~Agreement if~~ the ~~Merger~~tables isincluded ~~not~~in ~~consummated~~the onpress orrelease ~~before~~furnished ~~six~~as ~~months~~Exhibit ~~from~~99.1 ~~the~~to this ~~date of the Merger Agreement~~report. ~~Upon~~EBITDA ~~termination~~and ofadjusted ~~the~~earnings ~~Merger~~per ~~Agreement under~~share ~~certain~~should ~~circumstances,~~be ~~West~~considered ~~Marine~~as ~~would~~supplements ~~be obligated~~ to, ~~pay~~and ~~Parent~~not aas ~~termination~~substitutes ~~fee of $11~~for,~~000,000.~~ ~~Upon~~or ~~termination of~~superior ~~the Merger Agreement under certain circumstances~~to, ~~Parent~~financial ~~would~~measures becalculated ~~obligated~~in toaccordance ~~pay~~with ~~West Marine a termination fee of $17,000,000~~GAAP.

~~Concurrently~~The ~~with~~information ~~the~~furnished ~~entry~~pursuant ~~into~~to ~~the~~Item 2.02 ~~Merger~~and ~~Agreement, the holders~~Exhibit of99.1 ~~approximately 20%~~ of ~~the~~this ~~outstanding~~report ~~shares~~shall ofnot ~~West~~be ~~Marine~~deemed ~~common~~to ~~stock,~~be ~~entered~~“filed” ~~into~~for apurposes ~~voting~~of ~~agreement~~Section 18 ~~in favor~~ of ~~Parent pursuant~~the toSecurities ~~which~~Exchange ~~they~~Act of ~~agreed~~1934, ~~among~~as ~~other~~amended ~~things,~~(the to“Exchange ~~vote~~Act”), ~~their~~or ~~shares~~otherwise ofsubject ~~West~~to ~~Marine common stock in favor of~~ the ~~adoption~~liability of ~~the~~ ~~Merger~~that ~~Agreement~~section, ~~and~~except ~~against~~if ~~any~~we ~~competing~~specifically incorporate ~~proposal.~~it ~~The~~by ~~voting~~reference ~~agreement~~into ~~terminates~~a ~~upon~~filing under the ~~valid~~Securities ~~termination~~Act of ~~the~~1933, ~~Merger Agreement~~as ~~in accordance with its terms~~amended, ~~including~~or ~~if West Marine were to terminate~~ the ~~Merger~~Exchange ~~Agreement in order to accept an unsolicited superior acquisition proposal~~Act.

~~The~~Item ~~foregoing~~9.01. ~~description~~Financial ofStatements ~~the Merger Agreement is qualified in its entirety by the full text of the Merger Agreement, which is attached hereto as Exhibit 2.1~~ and ~~is incorporated by reference herein~~Exhibits.

~~Important~~(a) ~~Statement~~Not ~~regarding the Merger Agreement~~Applicable. The Merger Agreement has been included to provide investors with information regarding terms of the Merger. It is not intended to provide any other factual information about West Marine, Parent, or their respective subsidiaries or affiliates. The representations, warranties, and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement and as of specific dates, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations, qualifications or other particulars agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts or made for other purposes, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in West Marine’s public disclosures.

~~Item~~(b) ~~8.01~~Not ~~Other Events~~Applicable.

On(c) ~~June~~Not ~~29, 2017, West Marine and Parent issued a joint press release announcing that they have entered into the Merger Agreement~~Applicable. ~~A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.~~

~~Forward-Looking~~(d) ~~Statements~~Exhibit:

This communication includes “forward-looking” information (as defined in the Private Securities Litigation Reform Act of 1995), including statements that are predictive or express expectations that depend on future events or conditions that involve risks and uncertainties99.1 ~~These~~Press ~~risks~~Release ~~and~~dated ~~uncertainties~~August ~~include~~7, ~~among~~2017 ~~other things,~~(furnished ~~statements~~pursuant ~~about future financial and operating results; benefits of the transaction~~ to ~~customers,~~Item ~~stockholders and associates; the financing of the transaction and other statements regarding the proposed transaction~~2. West Marine’s expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected, including but not limited to:02).

• failure of West Marine’s stockholders to adopt the merger agreement or that the companies will otherwise be unable to consummate the merger on the terms set forth in the merger agreement;

• the risk that required governmental approvals of the merger will not be obtained;

• litigation in respect of either company or the merger; and

• disruption from the merger making it more difficult to maintain certain important relationships.

The forward-looking statements contained in this Current Report on Form 8-K are also subject to other risks and uncertainties, including the risk factors set forth in West Marine’s annual report on Form 10-K for the fiscal year ended December 31, 2016 (the “2016 Form 10-K”) and quarterly report on Form 10-Q for the fiscal quarter ended April 1, 2017, as well as the discussion of critical accounting policies in the 2016 Form 10-K. The forward-looking statements in this Current Report on Form 8-K are based on information available to West Marine as of the date hereof, and except as required by applicable law, West Marine assumes no responsibility to update any forward-looking statements as a result of new information, future events or otherwise.

Important Additional For Investors and Stockholders

This communication is being made in respect of the proposed merger transaction involving Monomoy and West Marine. This communication does not constitute an offer to sell or the solicitation of an offer to buy our securities or the solicitation of any vote or approval. The proposed merger will be submitted to the stockholders of West Marine for their consideration. In connection therewith, West Marine intends to file relevant materials with the SEC, including a definitive proxy statement. However, such documents are not currently available. The definitive proxy statement will be mailed to the stockholders of West Marine. BEFORE MAKING ANY VOTING OR ANY INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of the definitive proxy statement, any amendments or supplements thereto and other documents containing important information about Monomoy and West Marine, once such documents are filed with the SEC, at the SEC’s Internet site at www.sec.gov. Copies of the documents filed with the SEC by West Marine will be available free of charge on West Marine’s website at www.westmarine.com under the heading “Investor Relations.” Stockholders of West Marine may also obtain a free copy of the definitive proxy statement and the filings with the SEC that will be incorporated by reference in the proxy statement by contacting our Secretary at 500 Westridge Drive, Watsonville, California 95076, Phone: 831-728-2700.

West Marine and its directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies of West Marine’s stockholders in connection with the proposed transaction. Information about the directors and executive officers of West Marine is set forth in West Marine’s annual report on Form 10-K for the fiscal year ended December 31, 2016, which was filed with the SEC on February 28, 2017, and its proxy statement for its 2017 annual meeting of stockholders, which was filed with the SEC on April 21, 2017 and in subsequent documents filed with the SEC, each of which can be obtained free of charge from the sources indicated above. Other information regarding the participants in the proxy solicitation of the stockholders of West Marine and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the preliminary and definitive proxy statements and other relevant materials to be filed with the SEC when they become available.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

Exhibit No.		Description of Exhibit
2.1		Agreement and Plan of Merger, dated June 29, 2017, by and among Rising Tide Parent Inc., Rising Ride Merger Sub Inc. and West Marine, Inc.
4.1		Form of Voting and Support Agreement.
99.1		Press Release, dated June 29, 2017

SIGNATURE

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.

	WEST MARINE, INC.	~~WEST MARINE, INC.~~
Date: June 29, 2017	By:	/s/ Pamela J. Fields
Date: August 7, 2017	By:	/s/ Jeffrey Lasher
		Pamela J. Fields, Secretary
		Jeffrey Lasher
		Executive Vice President and
		Chief Financial Officer

Exhibit Index

Exhibit No.		Description of Exhibit
2.1		Agreement and Plan of Merger, dated June 29, 2017, by and among Rising Tide Parent Inc., Rising Ride Merger Sub Inc. and West Marine, Inc.
4.1		Form of Voting and Support Agreement.
99.1		Press Release, dated June 29, 2017

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