UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

Current Report

Pursuant to Section 13 OR 15(d) of the ~~Securities Exchange Act of 1934~~

~~Date~~Securities ofExchange ~~Report~~Act ~~(Date~~ of 1934 ~~earliest event reported): July 23, 2012~~

Date of Report (Date of earliest event reported): August 2, 2012

THE TALBOTS, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-12552	41-1111318
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Identification No.)
One Talbots Drive, Hingham, Massachusetts		02043
(Address of principal executive offices)		(Zip code)

One Talbots Drive, Hingham, Massachusetts		02043
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: (781) 749-7600

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)

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

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

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

~~Item~~Introduction ~~8.01 – Other Events.~~

As previously disclosed, ~~certain~~on ~~class~~May 30, ~~action~~2012, ~~lawsuits~~The ~~have~~Talbots, ~~been~~Inc., ~~filed~~a inDelaware ~~connection~~corporation ~~with the proposed merger~~ (the “~~Merger~~Company”), ~~contemplated~~entered byinto ~~the~~an Agreement and Plan of Merger, ~~dated~~ (as ~~of May 30~~amended, ~~2012 among The Talbots, Inc. (~~the “~~Company~~Merger Agreement”), with TLB Holdings LLC, a Delaware limited liability company (“Parent”), and TLB Merger Sub Inc., ~~(the~~a Delaware corporation (“~~Purchaser~~Sub”).

OnPursuant ~~July 23, 2012, the parties~~ to ~~In re The Talbots, Inc. Shareholders Litigation, Consolidated C.A. No. 7513-CS, pending before~~ the ~~Court~~terms of ~~Chancery of~~ the ~~State~~Merger ofAgreement, ~~Delaware (the “Court”)~~ and ~~the~~subject ~~parties~~ to ~~Brodt~~the v.conditions ~~The Talbots~~thereof, ~~Inc.,~~Sub ~~Case~~commenced ~~No. 1:12-cv-00853-UNA,~~a ~~pending~~tender ~~before~~offer ~~the United States District Court for the District of Delaware~~ (~~collectively,~~ the “~~Actions~~Offer”) ~~entered into a memorandum of understanding (“MOU”) providing for a settlement, subject~~ to ~~Court~~purchase ~~approval,~~all of the ~~Actions.~~outstanding ~~The~~shares ~~settlement~~of ~~provided~~common ~~for in the MOU~~stock, ~~if approved by the Court, will resolve all of the allegations and claims asserted~~$0.01 bypar ~~the~~value ~~plaintiffs~~per ~~in the Actions against the Company~~share, ~~each member~~ of the Company’s ~~board of directors, Sycamore Partners, L.P., Parent and Purchaser~~ (the “~~Defendants~~Shares”), ~~and will further provide~~ for ~~the~~$2.75 ~~release~~per ~~and~~share, ~~settlement~~net ~~by the~~to ~~plaintiffs and~~ the ~~class~~holders ofthereof, ~~the~~in ~~Company’s stockholders of all claims~~cash, ~~against~~without ~~the~~interest ~~Defendants~~ and~~/or~~ less any ofapplicable ~~their~~withholding ~~respective~~taxes ~~families,~~(the ~~parent~~“Offer ~~entities~~Price”), ~~controlling~~upon ~~persons,~~the ~~associates,~~terms ~~predecessors, successors, affiliates or subsidiaries,~~ and ~~each~~subject ~~and~~to all of their respective past or present officers, directors, shareholders, principals, representatives, employees, attorneys, financial or investment advisors, consultants, accountants, investment bankers, commercial bankers, entitiesthe ~~providing~~conditions ~~fairness~~set ~~opinions,~~forth ~~underwriters,~~in ~~brokers,~~the ~~dealers,~~Offer ~~advisors~~to ~~or agents~~Purchase, ~~heirs,~~dated ~~executors~~June 15, ~~trustees,~~2012 ~~general~~(as oramended ~~limited partners~~ or ~~partnerships,~~supplemented ~~limited~~from ~~liability~~time ~~companies,~~to ~~members~~time, ~~managers,~~the ~~joint~~“Offer ~~ventures, personal or legal representatives, estates, administrators, predecessors, successors and assigns, that are related, directly or indirectly,~~ to ~~the proposed Merger or the allegations that were asserted or could have been asserted in the Actions. In connection with the settlement~~Purchase”), ~~the Defendants deny that they have committed or aided~~ and ~~abetted~~ in the ~~commission~~related ofLetter ~~any violation~~ of ~~law~~Transmittal or(which, ~~engaged~~as inamended ~~any alleged unlawful~~ or ~~wrongful~~supplemented ~~act~~from ~~whatsoever,~~time ~~and~~to ~~expressly maintain that they diligently and scrupulously~~time, ~~complied~~together with ~~any fiduciary, disclosure and all other legal duties. In connection with~~ the ~~MOU,~~Offer ~~the Company has agreed~~ to ~~provide~~Purchase, ~~certain~~collectively ~~supplemental~~constitute ~~disclosures which are set forth in~~ the ~~Schedule 14D-9/A filed by the Company with Securities and Exchange Commission on July 24, 2012~~“Offer”).

The ~~foregoing~~Offer ~~description~~expired ~~does~~at ~~not~~5:00 ~~purport~~p.m., toNew beYork City ~~complete~~time, ~~and~~on isThursday, ~~qualified~~August 2, in2012. ~~its entirety~~Based on information provided by ~~reference~~the Depositary to the ~~MOU~~Offer, a51,769,611 ~~copy~~Shares ofwere validly tendered and not properly withdrawn, which iswas, ~~attached~~together ~~hereto~~with the Top-Up Shares (as ~~Exhibit~~defined ~~99.1~~below) and isthe Shares ~~incorporated~~directly ~~herein~~or indirectly owned by ~~reference~~Parent and Sub, sufficient to satisfy the minimum tender condition of the Offer.

~~Notice to~~In ~~Investors~~accordance with the terms of the Merger Agreement, on August 3, 2012, Sub merged with and into the Company, with the Company continuing as the surviving corporation (the “Merger”).

~~This report is neither an offer to purchase nor a solicitation of an offer to sell any securities~~Item 3.01. ~~The solicitation~~Notice ~~and the offer to purchase shares~~ of ~~the~~Delisting ~~Company’s~~or ~~common~~Failure ~~stock is being made pursuant~~ to anSatisfy Offer to Purchase, Letter of Transmittal and other related materials that Sycamore Partners, L.P. (“Sycamore Partners”) and its affiliates filed with the Securities and Exchange Commission (the “SEC”). Sycamore Partners and its affiliates have filed a ~~Tender~~Continued ~~Offer~~Listing ~~Statement~~Rule onor ~~Schedule~~Standard; TOTransfer ~~with the SEC in connection with the commencement~~ of ~~the offer, and the Company has filed a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the offer~~Listing. These materials have been sent free of charge to all of the Company’s stockholders. Investors and security holders of the Company are urged to read these materials and other documents filed by the Company and Sycamore Partners and its affiliates with the SEC carefully in their entirety since they will contain important information. Investors and security holders may obtain free copies of these materials and other documents filed by the Company and Sycamore Partners and its affiliates with the SEC at the website maintained by the SEC at www.sec.gov. Investors and security holders may also obtain free copies of the documents filed by the Company with the SEC by contacting Talbots Investor Relations at (781) 741-4500, by writing to Investor Relations Department, The Talbots, Inc., One Talbots Drive, Hingham, Massachusetts 02043, or by e-mailing investor.relations@talbots.com.

~~Additional~~Pursuant ~~Information~~to ~~about~~the terms and conditions of the Merger Agreement, on August 3, 2012, the Merger occurred in accordance with the Delaware “short-form” merger statute, which allows the completion of the Merger without a meeting of the stockholders of the Company, with the Company continuing as the surviving corporation in the Merger and ~~Where~~becoming toa ~~Find~~direct Itwholly-owned subsidiary of Parent.

InAs ~~connection~~a ~~with~~result of the ~~potential one-step merger~~Merger, the Company ~~has~~no ~~filed~~longer afulfills ~~preliminary~~the ~~Proxy~~numerical ~~Statement~~listing onrequirements ~~Schedule~~of ~~14A~~the ~~with~~New York Stock Exchange (the ~~SEC~~“NYSE”). ~~Additionally~~ Accordingly, on August 3, 2012, the Company ~~intends~~notified the NYSE of its intent to remove the Shares from listing on the NYSE and requested that the NYSE file ~~other~~a ~~relevant~~delisting ~~materials~~application with the Securities and Exchange Commission (the “SEC”) into ~~connection~~delist and deregister the Shares. The NYSE will file with the ~~proposed~~SEC ~~acquisition~~a Notification of ~~the~~Removal ~~Company~~from byListing anand/or ~~affiliate~~Registration under Section 12(b) of ~~Sycamore~~the ~~Partners~~Securities ~~pursuant~~Exchange Act of 1934, as amended (the “Exchange Act”), on Form 25 to delist and deregister the Shares and the associated stock purchase rights.

In ~~terms~~addition, ofon anAugust ~~Agreement~~3, ~~and~~2012, ~~Plan of Merger by and among~~ the Company, ~~TLB~~notified ~~Holdings~~the ~~LLC~~New ~~and~~York ~~TLB~~Stock ~~Merger~~Exchange ~~Sub~~MKT ~~Inc.~~(the ~~Investors~~“NYSE ~~and~~MKT”) ~~security holders~~ of ~~the~~its ~~Company~~intent ~~are urged~~ to ~~read~~remove the ~~definitive~~warrants ~~Proxy Statement~~to onpurchase ~~Schedule~~the ~~14A~~Shares ~~and~~(the ~~other~~“Warrants”) ~~relevant~~from ~~materials~~listing ~~carefully~~on inthe ~~their~~NYSE ~~entirety~~MKT ~~when~~and ~~they~~requested ~~become~~that ~~available~~the NYSE ~~before~~MKT ~~making~~file ~~any~~a ~~voting~~delisting orapplication ~~investment decision~~ with ~~respect to~~ the ~~proposed~~SEC ~~merger~~to ~~because~~delist ~~they will contain important information about the merger~~ and ~~the~~deregister ~~parties to~~ the ~~merger~~Warrants. ~~Investors~~The ~~and~~NYSE ~~security~~MKT ~~holders~~will ~~may~~file ~~obtain free copies of these materials and other documents filed by the Company~~ with the SEC ata ~~the~~Notification ~~website~~of ~~maintained~~Removal byfrom ~~the~~Listing ~~SEC at www.sec.gov. Investors~~ and/or ~~security holders~~Registration ~~also~~under ~~may~~Section ~~obtain~~12(b) ~~free copies~~ of the ~~documents~~Exchange ~~filed~~Act byon ~~the~~Form ~~Company~~25 ~~with the SEC by contacting Talbots Investor Relations at (781) 741-4500, by writing~~ to ~~Investor~~delist ~~Relations Department, The Talbots, Inc., One Talbots Drive, Hingham,~~and ~~Massachusetts~~deregister ~~02043,~~the ~~or by e-mailing investor~~Warrants.~~relations@talbots.com.~~

The Company ~~and~~intends ~~certain of its directors and executive officers, under the SEC rules, may be deemed~~ to befile ~~participants in the solicitation of proxies in connection~~ with the ~~proposed~~SEC ~~merger.~~a ~~Investors~~certification and security holders may obtain detailed information regarding the names, affiliations and direct and indirect interests (by security holdings or otherwise, and which may, in some cases, be different than those of the Company’s stockholders, generally) of the Company’s executive officers and directors in (i) the Company’s definitive proxy statement for its 2011 Annual Meeting of Stockholders, (ii) the Annual Report on Form ~~10-K~~15 ~~for~~under the ~~fiscal~~Exchange ~~year ended January 28~~Act, ~~2012, as amended, and (iii) the preliminary Proxy Statement on Schedule 14A and other~~ ~~relevant~~requesting ~~materials which may be filed with~~ the ~~SEC~~deregistration inof ~~connection with~~ the ~~merger~~Shares ~~when~~ and ~~if they become available. To~~ the ~~extent~~suspension ~~that the Company’s directors’ and executive officers’ holdings~~ of the Company’s ~~securities~~reporting ~~change, or~~obligations ~~have~~under ~~changed,~~Sections ~~from~~13 ~~the~~and ~~amounts~~15(d) ~~indicated~~of in the ~~Company’s~~Exchange ~~preliminary~~Act ~~Proxy Statement on Schedule 14A, such changes have been or will be reflected on Statements of Changes in Beneficial Ownership on Form 4 filed~~ with ~~the~~respect ~~SEC.~~to ~~Copies of these documents can be obtained free of charge from~~ the ~~Company or the SEC as indicated above~~Shares.

~~Forward-looking~~Item 3.02. ~~Information~~Unregistered Sale of Equity Securities.

~~This~~In ~~report~~order ~~contains forward-looking information. These statements may be identified by such forward-looking terminology as~~to ~~“expect,”~~complete ~~“achieve,”~~the ~~“plan~~Merger,” ~~“look,”~~on ~~“projected~~August 3,” ~~“believe~~2012,” ~~“anticipate,”~~pursuant “outlook,” “will,” “would,” “should,” “intend,” “potential” or similar statements or variations of such terms. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including: statements concerning the anticipated timing of filings and approvals relating to the transaction; statements regarding the expected timing of the completion of the transaction; statements regarding the ability to complete the transaction considering the various closing conditions; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoingSection 1.03 ~~Actual results could differ materially from those currently anticipated due to a number~~ of ~~risks and uncertainties. Risks and uncertainties that could cause results to differ from expectations include: uncertainties as to~~ the ~~timing~~Merger of the tender offer and merger; uncertainties as to how many stockholders will tender their stock in the offer; the possibility that competing offers will be made; the possibility that various closing conditions for the transaction may not be satisfied or waivedAgreement, ~~including~~Sub ~~that~~exercised aits ~~governmental~~top-up ~~entity~~option ~~may prohibit, delay or refuse to grant approval for~~ (the ~~consummation~~“Top-Up”) ~~of the transaction; the effects of disruption from the transaction making it more difficult~~ to ~~maintain relationships with employees~~purchase, ~~suppliers, sourcing agent~~ and ~~landlords; other business effects, including~~ the ~~effects of industry, economic or political conditions outside of the~~ Company’s ~~control;~~issued ~~transaction~~to ~~costs;~~Sub, ~~actual or contingent liabilities; and other risks and uncertainties discussed in documents filed with the SEC~~48,631,399 ~~including~~Shares (the ~~risks and uncertainties included under~~ “~~Risk Factors” and “Forward~~Top-~~looking Information~~Up Shares”) inat ~~Talbots’~~a ~~Annual~~price ~~Report~~per onShare ~~Form~~equal ~~10-K~~to ~~for~~ the ~~fiscal~~Offer ~~year~~Price. ~~ended~~Sub ~~January 28,~~paid ~~2012,~~for ~~as amended, and other periodic reports filed with~~ the ~~SEC~~Top-Up ~~which~~Shares ~~are incorporated herein, as well as the Tender Offer Statement on Schedule TO filed~~ by ~~Sycamore~~delivery ~~Partners~~of ~~and~~cash ~~its affiliates~~ and ~~the~~a ~~Solicitation/Recommendation~~promissory ~~Statement~~note onto ~~Schedule 14D-9 filed by~~ the Company. The ~~Company’s Annual Report on Form 10~~Top-K,Up ~~as amended~~Shares, ~~and~~when ~~other~~added ~~periodic~~to ~~reports are available at~~ the ~~Investor~~number ~~Relations section~~ of ~~the~~Shares ~~Company’s~~directly ~~Website~~or atindirectly ~~http://www.thetalbotsinc.com.~~owned by

~~All~~Parent ~~the Company’s~~and ~~forward-looking~~Sub ~~statements~~at ~~are~~the astime of exercise of the ~~date~~Top-Up, ofrepresented ~~this~~at ~~report~~least ~~only.~~one InShare ~~each~~more ~~case,~~than ~~actual~~90% ~~results~~of ~~may~~the Shares ~~differ~~outstanding ~~materially~~(calculated ~~from~~on ~~such~~a ~~forward-looking~~fully ~~information.~~diluted Webasis) ~~can~~immediately ~~give~~after nothe ~~assurance~~issuance ~~that~~of ~~such~~the ~~expectations~~Top-Up orShares. ~~forward~~The Top-~~looking~~Up ~~statements will~~Shares ~~prove~~were toissued bewithout ~~correct.~~registration Anunder ~~occurrence~~the Securities Act of or1933, ~~any~~as ~~material~~amended ~~adverse~~(the ~~change~~“Securities Act”), in reliance ~~one~~upon oran ~~more~~exemption offrom ~~the~~registration ~~risk~~pursuant ~~factors~~to orSection 4(2) ~~risks~~of ~~and~~the ~~uncertainties~~Securities ~~referred~~Act, toas ina ~~this~~transaction ~~report~~by oran ~~included~~issuer innot ~~the~~involving a public offering.

Company’s other public disclosures or the Company’s other periodic reports or other documents or filings filed with or furnished to the SEC could materially and adversely affect the Company’s continuing operations and the Company’s future financial results, cash flows, available credit, prospects and liquidityItem 3.03. ~~Except~~Material asModification ~~required by law, the Company does not undertake~~ to ~~publicly~~Rights ~~update or revise its forward-looking statements, whether as a result~~ of ~~new~~Security ~~information, future events or otherwise~~Holders.

The information set forth in Items 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference in response to this Item 3.03.

At the effective time of the Merger, each remaining issued and outstanding Share not tendered into the Offer (other than the Shares held by the Company, by Parent or Sub, or by stockholders, if any, who are entitled to and properly exercise their appraisal rights under applicable Delaware law) was cancelled and converted into the right to receive an amount in cash equal to the Offer Price.

On August 2, 2012, the Company entered into Amendment No. 2 (the “Rights Amendment”) to the Rights Agreement, dated August 1, 2011, by and between the Company and Computershare Trust Company, N.A., as Rights Agent, as amended by Amendment No. 1, dated May 30, 2012 (the “Rights Agreement”). Pursuant to the terms of the Rights Amendment, the Rights Agreement was terminated as of immediately prior to the acceptance for payment by Sub of the Shares tendered into the Offer. A copy of the Rights Amendment is attached as Exhibit 4.1 hereto and is incorporated herein by reference.

Item 5.01. Changes in Control of Registrant.

The information set forth in Item 3.01 of this Current Report on Form 8-K is incorporated herein by reference in response to this Item 5.01.

As a result of the acceptance of the Shares tendered into the Offer on August 3, 2012, a change of control of the Company occurred. Upon the effective time of the Merger, the Company became a wholly-owned subsidiary of Parent. The total amount of the consideration payable in connection with the change of control transaction was approximately $175.5 million. The funds used to consummate the Offer and the Merger were from equity contributions by Sycamore Partners, L.P. and Sycamore Partners A, L.P.

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

In connection with the Merger and as contemplated by the Merger Agreement, all of the directors of the Company prior to the Merger voluntarily resigned from the Company’s board of directors effective as of the effective time of the Merger on August 3, 2012. Pursuant to the terms of the Merger Agreement, on August 3, 2012, the directors of Sub immediately prior to the effective time of the Merger, which consisted of Stefan Kaluzny and Peter Morrow, became the directors of the Company following the Merger.

Pursuant to the terms of the Separation Agreement, dated December 4, 2011, between the Company and Trudy F. Sullivan, as amended by Amendment No. 1 to the Separation Agreement, dated as of June 29, 2012, Ms. Sullivan will resign as President and Chief Executive Officer on August 4, 2012.

On August 2, 2012, the Company’s Board of Directors approved the adoption of amendments to The Talbots, Inc. Deferred Compensation Plan and The Talbots, Inc. Supplemental Savings Plan (the “Plans”), to effect the amendment and termination of the Plans (the “Amendments”) upon the earlier of the consummation of the Offer pursuant to the Merger Agreement and the consummation of the Merger. Pursuant to the Amendments, upon the consummation of the Offer, which occurred on August 3, 2012, all participants, including Trudy F. Sullivan and Richard T. O’Connell, Jr., became entitled to the distribution of their Plan accounts in the form of a lump sum payment on or shortly following the consummation of the Offer.

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

Pursuant to the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation (as amended, the “Amended and Restated Certificate of Incorporation”) was amended so as to read in its entirety as set forth in Exhibit A to the Merger Agreement. Also pursuant to the Merger Agreement, at the Effective Time, the Company’s by-laws (as amended, the “Amended and Restated By-Laws”) were amended and restated in their entirety to be identical to the by-laws of Sub as in effect immediately prior to the Effective Time.

Copies of the Amended and Restated Certificate of Incorporation and the Amended and Restated By-Laws of the Company are filed as Exhibits 3.1 and 3.2 hereto and are incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. 99.1 Memorandum of Understanding, dated July 23, 2012.


Exhibit No.

3.1		Amended and Restated Certificate of Incorporation of The Talbots, Inc.

3.2		Amended and Restated By-Laws of The Talbots, Inc.

4.1		Amendment No. 2 to Rights Agreement, dated as of August 2, 2012, by and between The Talbots, Inc. and Computershare Trust Company, N.A.

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.

INDEX OF EXHIBITS

Exhibit No. 99.1 Memorandum of Understanding, dated July 23, 2012.


Exhibit No.

3.1		Amended and Restated Certificate of Incorporation of The Talbots, Inc.

3.2		Amended and Restated By-Laws of The Talbots, Inc.

4.1		Amendment No. 2 to Rights Agreement, dated as of August 2, 2012, by and between The Talbots, Inc. and Computershare Trust Company, N.A.

THE TALBOTS, INC.

Dated: July 24, 2012

/s/ Richard T. O’Connell, Jr.

Dated: August 3, 2012

/s/ Richard T. O’Connell, Jr.

Name: Title:

Richard T. O’Connell, Jr. Executive Vice President

Name: Richard T. O’Connell, Jr.

Title: Executive Vice President

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