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 and
Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
May 27, 2004 (May 25, 2004)
INNOVO GROUP INC.
(Exact name of registrant as specified in charter)
Delaware 0-18926 11-2928178
(State or other (Commission File No.) (IRS Employer
jurisdiction of Identification No.)
incorporation)
5804 East Slauson Avenue, Commerce, California 90040
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(323) 725-5516
No Change
(Former name or former address, if changed since last filing)
Item 5. Other Events and Required FD Disclosure
On May 18, 2004, we filed a Current Report on Form 8-K
with the Securities and Exchange Commission announcing that
on May 13, 2004, our wholly owned subsidiary, Innovo Azteca
Apparel, Inc., or IAA, mutually agreed to terminate the
license agreement for the manufacture and sale of apparel
and accessories bearing the FetishTM mark with Blondie
Rockwell, Inc., the licensor of entertainment personality
Eve's FetishTM mark.
On May 25, 2004, the parties executed a definitive
Settlement Agreement and Release, attached hereto and
incorporated herein by reference as Exhibit 10.1 to this
Current Report on Form 8-K. Under the terms of the
settlement, the license agreement has been immediately
terminated; however, IAA continues to have the ability to
market, distribute and sell the 2004 summer FetishTM line,
other excess inventory and unsold and returned merchandise
to certain approved customers until the end of the year.
Furthermore, IAA has agreed to pay to Blondie Rockwell
accelerated royalties in the amount of $750,000 plus
currently owed royalties of approximately $87,000 in three
installments over a three month period. In exchange, IAA
will have no further obligation to pay additional royalties
on sales from the 2004 summer line, excess apparel inventory
or unsold or returned merchandise. In addition, IAA has the
right to produce, market, distribute and sell FetishTM
accessories through March 31, 2005, and will pay royalties
on all such accessory sales. As part of the Settlement
Agreement and Release, Innovo Group Inc. executed a Guaranty
Agreement to and in favor of Blondie Rockwell, Inc. attached
hereto and incorporated herein by reference as Exhibit 10.2
to this Current Report on Form 8-K, guaranteeing payment in
full and performance of all of IAA's obligations and
liabilities in the Settlement Agreement and Release.
On May 26, 2004, the parties issued a press release in
connection with the execution of the Settlement Agreement,
which is attached hereto and incorporated herein by
reference as Exhibit 99.1 to this Current Report on Form 8-
K.
Item 7. Exhibits
(c) Exhibits
Exhibit
Number Description
Exhibit 10.1 Settlement Agreement and Release dated
May 25, 2004 by and between Blondie Rockwell,
Inc. and Innovo Azteca Apparel, Inc.
Exhibit 10.2 Guaranty Agreement dated May 25, 2004
executed by Innovo Group Inc. on behalf of
Innovo Azteca Apparel, Inc to and in favor of
Blondie Rockwell, Inc.
Exhibit 99.1 Press Release dated May 26, 2004.
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 thereunto duly
authorized.
INNOVO GROUP INC.
(Registrant)
Date: May 27, 2004 By: /s/ Samuel J. Furrow, Jr.
--------------------------
Samuel J. Furrow, Jr.
Chief Executive Officer and Director
(Principal Executive Officer