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~~the ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported):~~1934 ~~June 11, 2018~~

Date of report (Date of earliest event reported): June 15, 2018

The Finish Line, Inc.

(Exact name of registrant as specified in its charter)

Indiana

001-38194

35-1537210

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

3308 North Mitthoeffer Road

Indianapolis, Indiana 46235

(Address of principal executive offices)

(317) 899-1022

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

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~~Introductory ~~5.07~~Note ~~Submission of Matters to a Vote of Security Holders.~~

On June 1118, 2018, ~~The~~pursuant ~~Finish Line,~~to ~~Inc. (~~the ~~“Company”) held a Special Meeting of Shareholders (the “Special Meeting”), at which the Company’s shareholders approved the~~ Agreement and Plan of Merger dated as of March 25, 2018 (the “Merger Agreement”), by and among The Finish Line, Inc. (“Finish Line” or the “Company”), JD Sports Fashion Plc (“JD Sports”), and Genesis Merger Sub, Inc. (“Merger Sub”), ~~and~~JD ~~the~~Sports ~~Company.~~completed Atits ~~the~~previously ~~Special~~announced ~~Meeting,~~acquisition ~~the shareholders~~ of ~~the~~Finish ~~Company~~Line ~~did~~by ~~not~~way ~~approve~~of the ~~non-binding advisory proposal regarding the compensation payable to the Company’s named executive officers in connection with the~~ merger. ~~The shareholders~~ of ~~the~~Merger ~~Company~~Sub ~~also~~with ~~voted~~and tointo ~~approve~~Finish ~~the~~Line ~~adjournment of~~ (the ~~Special Meeting~~“Merger”), ifwith ~~necessary~~Finish orLine ~~appropriate,~~surviving ~~to solicit additional proxies if there were insufficient votes at~~ the ~~time of the Special Meeting to adopt the~~ Merger ~~Agreement.~~as ~~The~~an ~~Special Meeting~~indirect ~~was~~wholly-owned ~~not~~subsidiary ~~adjourned~~of toJD ~~a later date~~Sports.

~~The~~Item ~~final~~1.01 ~~voting~~Entry ~~results~~into ~~for~~a ~~each~~Material ~~proposal~~Definitive ~~are set forth below:~~ Agreement.

~~Proposal~~In 1:connection Towith ~~approve~~ the closing of the Merger, ~~Agreement~~on byJune 18, ~~and~~2018, ~~among~~Finish JDLine, ~~Sports~~The Finish Line USA, ~~Merger~~Inc., ~~Sub~~The Finish Line Distribution, Inc., Finish Line Transportation Co., Inc., and ~~the~~Spike’s ~~Company~~Holding, ~~pursuant~~LLC to(as ~~which~~borrowers upon the closing of the Merger), Merger Sub ~~will~~(as beborrower and ~~merged~~borrowing ~~with~~agent ~~and~~until ~~into~~the closing of the ~~Company~~merger), and Genesis Holdings, Inc. and The Finish Line MA, Inc. (as guarantors), entered into a new credit agreement with ~~the~~PNC ~~Company~~Bank, ~~surviving~~National Association, as agent for the ~~merger~~lenders named therein, Wells Fargo Bank, National Association and Bank of America, N.A., as co-syndication agents, and PNC Capital Markets, LLC and Wells Fargo Bank, National Association, as joint lead arrangers and bookrunners (the “Credit Agreement”), providing for an ~~indirect~~aggregate ~~wholly~~$315 million senior secured asset-~~owned~~based ~~subsidiary~~revolving credit facility, consisting of JDa ~~Sports~~$300 million senior secured asset-based revolving credit facility and a $15 million first-in, last-out senior secured asset-based revolving credit facility (collectively, the “Credit Facility”) . Proceeds from the Credit Facility were used to pay a portion of the Merger Consideration (defined below) and fees, costs, and expenses incurred in connection with the Merger, to repay substantially all of the existing third party indebtedness of Finish Line, and to fund working capital and general corporate purposes.

For		Against		Abstain		Broker Non-Votes
28,508,611		41,850		284,687		-0-

The Credit Facility is secured by substantially all the assets of Finish Line and its subsidiaries and Genesis Holdings, Inc. Genesis Holdings, Inc. and The Finish Line MA, Inc. guarantee repayment of the Credit Facility. The term of the Credit Facility will continue until June 18, 2023, unless sooner terminated as provided pursuant to the terms of the Credit Agreement.

~~Proposal~~Loans 2under the Credit Facility will bear interest at: To(i) with ~~approve~~respect ato ~~non-binding~~revolving advances ~~advisory~~that ~~proposal~~are domestic rate loans under the Credit Facility, the sum of an applicable margin of between 0.25% to 0.50% (dependent upon the amount of the average undrawn availability), plus the greater of an alternate base rate (as defined in the ~~approve~~Credit Agreement) and 0%; and (ii) with respect to LIBOR rate loans, the ~~compensation~~sum ~~that~~of ~~may~~an ~~become~~applicable ~~payable~~margin of between 1.25% to 1.50% (dependent upon the ~~named~~amount ~~executive~~of ~~officers~~the average undrawn availability), plus the greater of the ~~Company~~LIBOR ~~that~~rate (as defined in the Credit Agreement) and 0%. Interest is ~~based~~payable in arrears on orthe ~~otherwise~~first ~~relates~~day of each calendar quarter with respect to domestic rate loans and, with respect to LIBOR rate loans, at the ~~merger~~end of each applicable interest period unless such interest period is longer than three months, in which case they are due at the end of each three month period. All accrued and unpaid interest is due and payable at the end of the term of the Credit Facility. The Credit Facility is subject to customary negative covenants and representations and warranties of Finish Line and the other borrowers and guarantors named therein.

For		Against		Abstain		Broker Non-Votes
9,502,948		18,791,194		541,006		-0-

This description of the Credit Agreement does not purport to be complete, and is subject to and qualified in its entirety by reference to the full text of the Credit Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated by reference herein.

~~Proposal~~Item 3:1.02 ToTermination ~~approve~~of a ~~proposal~~Material toDefinitive ~~adjourn the Special Meeting, if necessary, to solicit additional proxies in the event there are not sufficient votes present at the Special Meeting in person or by proxy to approve the Merger~~ Agreement.

For		Against		Abstain		Broker Non-Votes
26,565,831		1,969,805		299,512		-0-

On June 18, 2018, Finish Line and its subsidiaries The Finish Line USA, Inc., The Finish Line Distribution, Inc., Finish Line Transportation Co., Inc., and Spike’s Holding, LLC, as borrowers, and The Finish Line MA, Inc., as guarantor, terminated the Second Amended and Restated Credit Agreement, dated as of November 30, 2016, with PNC Bank, National Association, as Administrative Agent, Lead Arranger, and Sole Book Runner, and certain lenders named therein (the “Terminated Credit Agreement”). The Terminated Credit Agreement provided for an unsecured $125 million credit facility with a syndicate of financial institutions, with an expiration date of November 30, 2021. The Terminated Credit Agreement also provided that, under certain circumstances, Finish Line could increase the maximum amount of the credit facility in an aggregate principal amount not to exceed $200 million. The credit facility under the Terminated Credit Agreement was used by Finish Line, among other things, to issue letters of credit, support working capital needs, fund capital expenditures, and for other general corporate purposes.

~~Although~~Finish ~~Proposal~~Line 3terminated ~~was~~the ~~approved,~~Terminated ~~adjournment~~Credit Agreement in connection with the closing of the Merger ~~Special~~and ~~Meeting~~the ~~was~~entering ~~not~~into ~~necessary~~of orthe ~~appropriate~~new ~~because~~ Credit Facility described in Item 1.01 above. As of the ~~Company’s~~date ~~shareholders~~of ~~approved~~termination, under the ~~Merger~~Terminated Credit Agreement Finish Line did not have any borrowings outstanding and had $2,146,247 in stand-by letters of credit outstanding. In addition, Finish Line did not incur any material early termination penalties in connection with the termination of the Terminated Credit Agreement.

~~Each~~Item ~~of the foregoing proposals is described in detail in the definitive proxy statement filed by the Company with the Securities and Exchange Commission (“SEC”) on May 7, 2018~~2.01 ~~The~~Completion ~~merger~~of ~~contemplated~~Acquisition byor ~~the~~Disposition ~~Merger~~of ~~Agreement is expected to close on June 18, 2018, subject to customary closing conditions~~Assets.

~~Forward~~As described in the Introductory Note to this Current Report on Form 8-~~Looking~~K, ~~Statements~~on June 18, 2018, pursuant to the Merger Agreement, the Company, JD Sports, and Merger Sub completed the Merger, pursuant to which the Company became an indirect wholly-owned subsidiary of JD Sports.

~~Certain~~At ~~statements~~the ineffective ~~this~~time ~~report,~~of ~~including~~the ~~those~~Merger ~~regarding~~ (the ~~proposed~~“Effective ~~transaction~~Time”), ~~between~~each issued ~~the~~and ~~Company,~~outstanding JDClass A ~~Sports~~Common Share, ~~and~~no ~~Merger~~par ~~Sub~~value per share, of the ~~expected~~ ~~timetable~~Company ~~for~~(“Company ~~completing~~Common ~~the~~Shares”) ~~proposed~~(other ~~transaction,~~than ~~and~~shares held by the ~~potential~~Company ~~benefits~~in ~~created~~treasury or owned by any subsidiary of the ~~proposed~~Company, ~~transaction~~JD Sports, Merger ~~are~~Sub, ~~intended~~or toany beother ~~covered~~subsidiary byof JD Sports) was automatically converted into the ~~safe~~right ~~harbor~~to ~~for~~receive $13.50 in cash, without interest (the “~~forward-looking~~Merger ~~statements~~Consideration”). ~~provided~~In byaddition, at the ~~Private~~Effective ~~Securities~~Time, all outstanding and ~~Litigation~~unexercised ~~Reform~~stock ~~Act~~options ofto ~~1995.~~purchase ~~These~~Company ~~forward-looking~~Common ~~statements~~Shares ~~generally~~(whether ~~can~~vested beor ~~identified~~unvested) bygranted ~~use~~under ofthe ~~statements~~Company’s ~~that~~2002 ~~include~~Stock Incentive Plan, ~~but~~as ~~are~~amended, ~~not~~and ~~limited~~its ~~to,~~Amended ~~phrases~~and ~~such~~Restated as2009 ~~“believe,”~~Incentive ~~“expect~~Plan,” ~~“future,” “anticipate,”~~as ~~“intend~~amended,” ~~“plan,”~~were ~~“foresee,”~~cancelled ~~“may,”~~and ~~“should,”~~each option-holder “will,” ~~“estimates,”~~receive ~~“potential,”~~an ~~“continue,”~~amount orin ~~other~~cash ~~similar~~(without ~~words~~interest) orequal ~~phrases. Similarly,~~to ~~statements~~the ~~that~~product ~~describe~~of ~~objectives~~(i) the excess, ~~plans~~if any, orof ~~goals~~the ~~also~~Merger ~~are~~Consideration ~~forward-looking~~over ~~statements.~~the ~~Such~~exercise ~~forward-looking~~price ~~statements~~per ~~involve~~share ~~inherent~~of ~~risks~~the ~~and~~Company ~~uncertainties~~Common Shares underlying such option, ~~many~~and (ii) the number of ~~which~~Company ~~are~~Common ~~difficult~~Shares subject to ~~predict~~the option (net of withholding taxes and ~~are~~rounded ~~generally~~down ~~beyond~~to the ~~control~~ ofnearest ~~the~~whole cent). All Company, JDstock ~~Sports,~~options with an exercise price per share equal to or greater than the Merger ~~Sub~~Consideration were terminated at the Effective Time with no consideration paid in respect of such options. ~~The~~All ~~Company~~amounts ~~cautions~~payable ~~readers~~upon ~~that~~the cash-out of astock ~~number~~options will be paid by the surviving corporation no later than the first regular payroll date after the Effective Time. In addition, each award of ~~important~~Company ~~factors~~restricted ~~could~~stock ~~cause~~that ~~actual~~was ~~results~~outstanding and unvested immediately prior to ~~differ~~the ~~materially~~Effective ~~from~~Time ~~those~~became ~~expressed~~fully ~~in,~~vested ~~implied~~and free of forfeiture restrictions immediately prior to the Effective Time, orand ~~projected~~each Company Common Share represented by such ~~forward-looking~~share ~~statements. Risks~~of ~~and~~restricted ~~uncertainties~~stock ~~include,~~was ~~but~~converted ~~are~~into ~~not~~the ~~limited~~right to: receive the ~~failure~~Merger Consideration (net of withholding taxes). JD Sports funded the ~~proposed~~payment ~~transaction~~of tothe ~~close~~Merger inConsideration through a ~~timely~~combination ~~manner~~of orcash-on-hand atand ~~all;~~debt financing arranged by Barclays Bank PLC, HSBC Bank plc, PNC Bank, National Association, and PNC Capital Markets LLC (the “Lenders”).

~~effects~~The offoregoing ~~the~~description ~~announcement or pendency~~ of the ~~proposed~~Merger ~~transaction~~and on the ~~Company~~Merger ~~and~~Agreement ~~its~~is ~~business;~~not ~~the~~complete ~~nature, cost,~~ and ~~outcome~~is ofqualified ~~any litigation related to the proposed transaction; general~~in ~~economic conditions; the Company’s reliance on a few key vendors for a majority of~~ its ~~merchandise~~entirety ~~purchases~~by ~~(including~~reference ato ~~significant portion from one key vendor);~~ the ~~availability~~Merger ~~and timely receipt of products; the ability to timely fulfill and ship products to customers; fluctuations in oil prices causing changes in gasoline and energy prices~~Agreement, ~~resulting~~which inis ~~changes~~attached ~~in consumer spending~~ as ~~well~~Exhibit as2.1 ~~increases in utility, freight, and product costs; product demand and market acceptance risks; the inability~~ to ~~locate and obtain or retain acceptable lease terms for~~ the Company’s ~~stores;~~Current ~~the~~Report ~~effect~~on ofForm ~~competitive~~8-K ~~products~~filed ~~and~~with ~~pricing; loss of key employees; cybersecurity risks, including breach of customer data;~~ the ~~potential impact~~Securities ~~of legal or regulatory changes, including the impact of the U.S. Tax Cuts~~ and ~~Jobs~~Exchange ~~Act~~Commission ~~of 2017; interest rate levels;~~ (the ~~impact of inflation; a major failure of technology and information systems; and the other risks detailed in the~~ ~~Company’s~~ “SEC”) ~~filings.~~on ~~Readers~~March 26, ~~are~~2018, ~~urged~~and toincorporated ~~consider~~by ~~these~~reference ~~factors carefully in evaluating the forward-looking statements~~herein.

IfItem ~~any~~2.03 ~~of these~~Creation ~~risks or uncertainties materializes or if any~~ of ~~the~~a ~~assumptions~~Direct ~~underlying~~Financial ~~such~~Obligation forward-looking statements proves to be incorrect, the developments and future events concerning the Company, JD Sports, and Merger Sub set forth in this report may differ materially from those expressed or ~~implied~~an byObligation ~~these~~under ~~forward-looking~~an statements. You are cautioned not to place undue reliance on these statements, which speak only as of the date of this document. We anticipate that subsequent events and developments will cause our expectations and beliefs to change. The Company assumes no obligation to update such forwardOff-~~looking~~Balance ~~statements~~Sheet toArrangement ~~reflect events or circumstances after the date~~ of ~~this~~a ~~document or to reflect the occurrence of unanticipated events, unless obligated to do so under the federal securities laws~~Registrant.

~~SIGNATURES~~The information set forth above under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

~~Pursuant~~Item to3.01 ~~the~~Notice ~~requirements~~ of ~~the~~Delisting ~~Securities~~or ~~Exchange~~Failure ~~Act of 1934, the registrant has duly caused this report~~ to beSatisfy ~~signed~~a onContinued ~~its~~Listing ~~behalf~~Rule ~~by the~~or ~~undersigned~~Standard; ~~hereunto~~Transfer ~~duly~~of ~~authorized~~Listing.

On June 18, 2018, the Company notified the NASDAQ Stock Market LLC (the “NASDAQ”) of the effectiveness of the Merger. As a result, trading in the Company Common Shares on the NASDAQ Global Select Market was suspended prior to the opening of trading on June 18, 2018, and the Company has requested that the NASDAQ file with the SEC a notification of removal from listing and registration on Form 25 to effect the delisting

of the Company Common Shares and the deregistration of the Company Common Shares under Section 12(b) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). As a result, the Company Common Shares will no longer be listed on any national securities exchange. The Company intends to file with the SEC a certification on Form 15 under the Exchange Act requesting that its registration of the Company Common Shares under the Exchange Act be terminated and that the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act be terminated.

Item 3.03

Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note, Item 2.01, Item 3.01, and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Upon the Effective Time, holders of Company Common Shares immediately prior to the Effective Time ceased to have any rights as shareholders of the Company (other than their right to receive the Merger Consideration pursuant to the terms and conditions of the Merger Agreement), as described in more detail in Item 2.01 above.

Item 5.01

Changes in Control of Registrant.

As a result of the Merger, a change in control of the Company occurred, and the Company is now an indirect wholly-owned subsidiary of JD Sports. The aggregate Merger Consideration paid by JD Sports in connection with the Merger was approximately $556.70 million, which amount was funded through a combination of cash-on-hand and debt financing provided by the Lenders described above.

The information regarding the Merger and Merger Agreement in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

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

Directors and Officers of the Surviving Corporation

In connection with the consummation of the Merger and the terms of the Merger Agreement, the tenures on the Company’s board of directors of each of Glenn S. Lyon, Torrence Boone, William P. Carmichael, Richard P. Crystal, Faisal Masud, Stephen Goldsmith, and Catherine A. Langham ended, and the directors of Merger Sub immediately prior to the Effective Time became the directors of the surviving corporation, including Samuel M. Sato, who will remain on the board of directors.

In addition, upon the closing of the Merger, each of the following persons will continue in their positions as executive officers of the Company, in the following capacities, until their respective successors have been duly elected and qualified or until his earlier resignation or removal: Samuel M. Sato, Chief Executive Officer; Edward W. Wilhelm, Executive Vice President, Chief Financial Officer; Albert J. (AJ) Sutera, Executive Vice President, Chief Information and Technology Officer; and John J. Hall, Divisional President, Executive Vice President, Chief Merchandising Officer.

Officer Retirement

Effective as of June 15, 2018, Melissa A. Greenwell, the Company’s Executive Vice President, Chief Operating Officer, retired from the Company. In connection with her retirement, the Company and Ms. Greenwell entered into a Retirement Agreement on June 15, 2018, which, among other things, provides that the Employment Agreement dated February 5, 2016 between the Company and Ms. Greenwell terminated as of the date of Ms. Greenwell’s retirement. Under the terms of the Retirement Agreement, Ms. Greenwell will receive a lump sum cash retirement payment of $1,786,059. Ms. Greenwell will not be entitled to any other termination payments except for the payment set forth in the Retirement Agreement. The payment described above is conditioned on Ms. Greenwell’s compliance with the terms of the Retirement Agreement and her execution of the Retirement Agreement, without revocation, within the period provided to her to consider the agreement.

The Retirement Agreement contains a customary general release and waiver of claims by Ms. Greenwell in favor of the Company. Ms. Greenwell has seven days in which to revoke her acceptance of the Retirement Agreement. If she does not revoke her acceptance, the Retirement Agreement will become effective after the seven day revocation period.

The foregoing description of the Retirement Agreement is not complete and is qualified in its entirety to the text of the Retirement Agreement, a copy of which is attached as Exhibit 10.3 to this Current Report on Form 8-K and incorporated by reference herein.

Item 5.03

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

At the Effective Time, pursuant to the Merger Agreement, the Bylaws of the Company, as amended, were amended and restated in their entirety. The amended and restated bylaws are attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 8.01

Other Events.

In connection with the closing of the Merger, on June 18, 2018 the Company and JD Sports each issued press releases. Copies of the press releases are attached as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

2.1		Agreement and Plan of Merger by and among JD Sports Fashion plc, Genesis Merger Sub, Inc., and The Finish Line, Inc. dated as of March 25, 2018 (incorporated by reference to Exhibit 2.1 of the registrant’s Current Report on Form 8-K filed with the SEC on March 26, 2018).

3.1		Amended and Restated Bylaws of The Finish Line, Inc.

10.1		Revolving Credit and Security Agreement dated June 18, 2018, by and among PNC Bank, National Association, as Agent, the lenders party thereto, Genesis Merger Sub, Inc. and The Finish Line, Inc., as Borrowing Agent for the Borrowers named therein, the other Borrowers named therein, the Guarantors named therein, Wells Fargo Bank, National Association and Bank of America, N.A., as Co-Syndication Agents, and PNC Capital Markets, LLC and Wells Fargo Bank, National Association, as Joint Lead Arrangers and Bookrunners.

10.2		Second Amended and Restated Credit Agreement, dated as of November 30, 2016, by and among The Finish Line, Inc., The Finish Line USA, Inc., The Finish Line Distribution, Inc., Finish Line Transportation Co., Inc., and Spike’s Holding, LLC, as Borrowers, The Finish Line MA, Inc., as Guarantor, certain lenders named therein, and PNC Bank, National Association, as Administrative Agent, Lead Arranger, and Sole Book Runner (incorporated by reference to Exhibit 99.1 of the registrant’s Current Report on Form 8-K filed with the SEC on December 6, 2016).

10.3		Retirement Agreement dated June 15, 2018 between Melissa A. Greenwell and The Finish Line, Inc.

99.1		Press Release of the Company dated June 18, 2018.

99.2		Press Release of JD Sports dated June 18, 2018.

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.


	The Finish Line, Inc.

Date: June 18, 2018

	By:	/s/ Edward W. Wilhelm
		Printed Name: Edward W. Wilhelm
		Title: Executive Vice President, Chief Financial Officer

The Finish Line, Inc.

Date: June 11, 2018

/s/ Edward W. Wilhelm

Printed Name: Edward W. Wilhelm

Title: Executive Vice President, Chief Financial Officer

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