##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 10-K
 þ
    
    Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
 For the fiscal year ended March 31, 2009
 o
    
    Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
 For the transition period from  to
 Commission File Number 001-33855
 GLOBAL BRANDS ACQUISITION CORP.
  Delaware
(State of Incorporation)
    
    26-0482599
(Issuer I.R.S. Employer I.D. Number)11 West 42nd Street, 21st Floor 
New York, New York
(Address of principal executive offices)
    
    10036
(zip code)
 (212) 201-8118
  Title of Each Class
    
    Name of Each Exchange on Which RegisteredUnits consisting of one share of
Common Stock, par value $.0001 per
share, and one Warrant
    
    NYSE AmexCommon Stock, $.0001 par value per
share
    
    NYSE AmexWarrants to purchase shares of
Common Stock
    
    NYSE Amex
  None
 
 o þ
 o þ
 þ o
 þ
 o o
  Large accelerated filer oAccelerated filer þNon-accelerated filer o(Do not check if a smaller reporting company)Smaller reporting company o þ o




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##### 



GLOBAL BRANDS ACQUISITION CORP.
FORM 10-K
TABLE OF CONTENTS
 PART I
    
    
    
    
    1ITEM 1.
    
    BUSINESS
    
    
    1ITEM 1A.
    
    RISK FACTORS
    
    
    9ITEM 1B.
    
    UNRESOLVED STAFF COMMENTS
    
    
    26ITEM 2.
    
    PROPERTIES
    
    
    26ITEM 3.
    
    LEGAL PROCEEDINGS
    
    
    26ITEM 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    26PART II
    
    
    
    
    27ITEM 5.
    
    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
    
    
    27ITEM 6.
    
    SELECTED FINANCIAL DATA
    
    
    30ITEM 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
    
    
    31ITEM 7A.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    32ITEM 8.
    
    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
    
    
    32ITEM 9.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
    
    
    32ITEM 9A.
    
    CONTROLS AND PROCEDURES
    
    
    32ITEM 9B.
    
    OTHER INFORMATION
    
    
    34PART III
    
    
    
    
    35ITEM 10.
    
    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
    
    
    35ITEM 11.
    
    EXECUTIVE COMPENSATION
    
    
    40ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
    
    
    41ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
    
    
    45ITEM 14.
    
    PRINCIPAL ACCOUNTANT FEES AND SERVICES
    
    
    48PART IVITEM 15.
    
    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
    
    
    48EX-31EX-32
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PART I
 
 ITEM 1. BUSINESS.
 Introduction
    1




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Business Strategy
   
    
    Established Companies. We generally focus on companies with a history of
operating and financial results. We do not intend to acquire start-up companies.
    
    Strong Free Cash Flow Characteristics. We seek to acquire companies that have a
history of, or the ability to generate, strong, stable free cash flow. This may
include companies with opportunities for cash flow growth through operational
expansion or turnaround.
    
    Strong Competitive Industry Position. For each potential acquisition, we review
growth prospects, competitive dynamics, level of consolidation, need for capital
investment and barriers to entry. We focus on companies that have a leading
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market position or that we believe have an opportunity to develop such a position.
We analyze the strengths and weaknesses of target businesses relative to their
competitors, focusing on product quality, customer loyalty, cost impediments
associated with customers switching to competitors, trademark protection and brand
positioning. We seek to acquire businesses that demonstrate advantages when compared
to their competitors, which may help to protect their market position and
profitability and deliver strong free cash flow.
 
    
    Experienced Management Team. We seek to acquire businesses that have strong,
experienced management teams. We may also seek to supplement target businesses
management teams with seasoned and experienced executives recruited through our
extensive professional network. We focus on management teams with a proven track
record of driving revenue growth, enhancing profitability and generating strong
free cash flow. We believe that the operating expertise of our founders will
complement, not replace, the targets management team. While it is possible that
one or more of our officers or directors will remain associated in some capacity
with us following a business combination, it is unlikely that any of them will
devote their full efforts to our affairs subsequent to a business combination.
    
    Diversified Customer and Supplier Base. We seek to acquire businesses that have
a diversified customer and supplier base. Companies with a diversified customer and
supplier base are generally better able to endure economic downturns, industry
consolidation, changing business preferences and other factors that may negatively
influence their customers, suppliers and competitors.
 Competitive Advantages
  Management Expertise
  Established Deal Sourcing Network
  Status as a Public Company
  3




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Financial Position
  Selection of a Target Business and Structuring of a Business Combination
   
    
    expected returns on investment relative to the aggregate consideration expected
to be paid in an initial business combination;
    
    financial condition and results of operations;
    
    growth potential;
    
    brand recognition and potential;
    
    experience and skill of management and availability of additional personnel;
 4




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
    
    capital requirements;
    
    stage of development of the business and its products or services;
    
    existing distribution arrangements and the potential for expansion;
    
    degree of current or potential market acceptance of the products or services;
    
    proprietary aspects of products and the extent of intellectual property or other
protection for products or formulas;
    
    impact of regulation on the business;
    
    regulatory environment of the industry;
    
    seasonal sales fluctuations and the ability to offset these fluctuations through
other business combinations, introduction of new products, or product line
extensions;
    
    costs associated with effecting the business combination; and
    
    industry leadership, sustainability of market share and attractiveness of market
sectors in which the target business participates.
  Fair Market Value of Target Business
  Opportunity for Stockholder Approval of Business Combination
  5




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Conversion Rights
   6




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Liquidation If No Business Combination
   7




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Competition
  
    
    our obligation to seek stockholder approval of our initial business combination
or obtain necessary financial information may delay the completion of a
transaction;
    
    our obligation to convert into cash up to 30% of our shares of common stock held
by our public stockholders who vote against the initial business combination and
exercise their conversion rights may reduce the resources available to us for an
initial business combination; and
    
    our outstanding warrants, and the future dilution they potentially represent,
may not be viewed favorably by certain target businesses.
   Employees
  8




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ITEM 1A. RISK FACTORS
 Risks associated with our business
  We are a recently formed development stage company with no operating history and no revenues, and
you have no basis on which to evaluate our ability to achieve our business objective.
  We may not be able to consummate an initial business combination within the required time frame, in
which case, we would be forced to liquidate our assets.
  If we are forced to liquidate before an initial business combination and distribute the trust
account, our public stockholders may receive less than $10.04 per share and our warrants will
expire worthless.
  9




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If we are unable to consummate an initial business combination, our public stockholders will be
forced to wait until December 6, 2009 before receiving liquidation distributions.
  Because there are numerous companies with a business plan similar to ours seeking to effectuate an
initial business combination, it may be more difficult for us to do so.
  If funds available to us are insufficient to allow us to operate until December 6, 2009, we may be
unable to complete an initial business combination.
  The current global credit crisis could make it more difficult for us to obtain additional
financing, if required, to complete an initial business combination or to fund the operations and
growth of the target business.
  10




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If we do not conduct an adequate due diligence investigation of a target business with which we
combine, we may be required to subsequently take write-downs or write-offs, restructuring, and
impairment or other charges that could have a significant negative effect on our financial
condition, results of operations and our stock price, which could cause you to lose some or all of
your investment.
  A decline in interest rates could limit the amount available to fund our search for a target
business or businesses and complete an initial business combination since we will depend on
interest earned on the trust account to fund our search, to pay our tax obligations and to complete
our initial business combination.
  If third parties bring claims against us, the proceeds held in trust could be reduced and the
per-share liquidation price received by stockholders may be less than approximately $10.04 per
share.
  11




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Our stockholders may be held liable for claims by third parties against us to the extent of
distributions received by them.
  12




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An effective registration statement may not be in place when an investor desires to exercise
warrants, thus precluding such investor from being able to exercise his, her or its warrants and
causing such warrants to expire worthless.
  13




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An investor will only be able to exercise a warrant if the issuance of common stock upon the
exercise has been registered or qualified or is deemed exempt under the securities laws of the
state of residence of the holder of the warrants.
  Since we have not yet selected a particular industry or target business with which to complete a
business combination, you will be unable to currently ascertain the merits or risks of the industry
or business in which we may ultimately operate.
  14




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We may issue shares of our capital stock or debt securities to complete an initial business
combination. Issuance of our capital stock would reduce the equity interest of our stockholders and
may cause a change in control of our ownership, while the issuance of debt securities may have a
significant impact on our ability to utilize our available cash.
  
    
    may significantly reduce your equity interest in us;
    
    may subordinate the rights of holders of shares of common stock if we issue
preferred stock with rights senior to those afforded to our common stock;
    
    may cause a change in control if a substantial number of our shares of common
stock are issued, which may affect, among other things, our ability to use our net
operating loss carry forwards, if any, and could result in the resignation or
removal of our present officers and directors;
    
    may, in certain circumstances, have the effect of delaying or preventing a
change of control of us; and
    
    may adversely affect prevailing market prices for our common stock.
  
    
    default and foreclosure on our assets if our operating revenues after an initial
business combination are insufficient to repay our debt obligations;
    
    acceleration of our obligations to repay the indebtedness even if we make all
principal and interest payments when due if we breach certain covenants that
require the maintenance of certain financial ratios or reserves without a waiver or
renegotiation of that covenant;
    
    our immediate payment of all principal and accrued interest, if any, if the debt
security is payable on demand; and
    
    our inability to obtain necessary additional financing if the debt security
contains covenants restricting our ability to obtain such financing while the debt
security is outstanding.
  15




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Resources could be wasted in researching acquisitions that are not consummated, which could
materially adversely affect subsequent attempts to locate and acquire or merge with another
business.
  Our ability to successfully effect an initial business combination and to be successful thereafter
will be totally dependent upon the efforts and time commitments of our management team and key
personnel, some of whom may join us following an initial business combination.
   16




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Our officers and directors may negotiate employment or consulting agreements with a target business
in connection with a particular business combination. These agreements may provide for them to
receive compensation following an initial business combination and as a result, may cause them to
have conflicts of interest in determining whether a particular business combination is the most
advantageous.
  Our officers and directors may in the future become affiliated with entities engaged in business
activities similar to those intended to be conducted by us. Accordingly, they may have fiduciary or
other obligations to these other entities which could create conflicts of interest, including in
allocating their time and determining to which entity a particular business opportunity should be
presented.
  The founders have waived their right to participate in liquidation distributions with respect to
the founders common stock and, therefore, our officers and directors may have a conflict of
interest in determining whether a particular target business is appropriate for an initial business
combination.
  17




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Because our founders purchased the founders units at a nominal price, they may have a conflict of
interest in determining whether to approve a proposed business combination.
  The NYSE Amex may delist our securities from quotation on its exchange which could limit investors
ability to make transactions in our securities and subject us to additional trading restrictions.
    18




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
    
    a limited availability of market quotations for our securities;
    
    a reduced liquidity with respect to our securities;
    
    a determination that our common stock is a penny stock which will require
brokers trading in our common stock to adhere to more stringent rules, possibly
resulting in a reduced level of trading activity in the secondary trading market
for our common stock;
    
    a limited amount of news and analyst coverage for our company; and
    
    a decreased ability to issue additional securities or obtain additional
financing in the future.
 We may only be able to complete one business combination with the proceeds of our IPO, which will
cause us to be solely dependent on a single business which may have a limited number of products or
services.
  
    
    solely dependent upon the performance of a single business, or
    
    dependent upon the development or market acceptance of a single or limited
number of products, processes or services.
   19




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We may require stockholders who wish to convert their shares in connection with a proposed business
combination to comply with specific requirements for conversion that may make it more difficult for
them to exercise their conversion rights prior to the deadline for exercising their rights.
  The ability of our stockholders to exercise their conversion rights may not allow us to effectuate
the most desirable initial business combination or optimize our capital structure.
  We may proceed with an initial business combination even if public stockholders owning 8,624,999 of
the public shares exercise their conversion rights.
  20




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Because of our limited resources and structure, we may not be able to consummate an attractive
initial business combination.
  We may be unable to obtain additional financing, if required, to complete an initial business
combination or to fund the operations and growth of the target business, which could compel us to
restructure or abandon a particular business combination.
  21




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Our managements ability to require holders of our warrants to exercise such warrants on a cashless
basis will cause holders to receive fewer shares of common stock upon their exercise of the
warrants than they would have received had they been able to exercise their warrants for cash.
  Our outstanding warrants may have an adverse effect on the market price of our common stock and
make it more difficult to effect an initial business combination.
  22




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If our founders or purchasers of the sponsors warrants or purchasers of the co-investment units
exercise their registration rights with respect to their securities, such exercise may have an
adverse effect on the market price of our common stock and the existence of these rights may make
it more difficult to effect an initial business combination.
  If we seek to effect a business combination with an entity that is directly or indirectly
affiliated with our officers, directors or founders, conflicts of interest could arise.
  If we effect an initial business combination with a company located outside of the United States,
we would be subject to a variety of additional risks that may negatively impact our operations.
 23




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
    
    rules and regulations or currency conversion or corporate withholding taxes on
individuals;
    
    tariffs and trade barriers;
    
    regulations related to customs and import/export matters;
    
    longer payment cycles;
    
    tax issues, such as tax law changes and variations in tax laws as compared to
the United States;
    
    currency fluctuations and exchange controls;
    
    challenges in collecting accounts receivable;
    
    cultural and language differences;
    
    employment regulations;
    
    crime, strikes, riots, civil disturbances, terrorist attacks and wars; and
    
    deterioration of political relations with the United States.
  If we effect an initial business combination with a company located outside of the United States,
the laws applicable to such company will likely govern all of our material agreements and we may
not be able to enforce our legal rights.
  If we are deemed to be an investment company, we may be required to institute burdensome compliance
requirements and our activities may be restricted, which may make it difficult for us to complete
an initial business combination.
  24




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
    
    restrictions on the nature of our investments; and
    
    restrictions on the issuance of securities.
    
    In addition, we may have imposed upon us certain burdensome requirements,
including:
    
    registration as an investment company;
    
    adoption of a specific form of corporate structure; and
    
    reporting, record keeping, voting, proxy, compliance policies and procedures and
disclosure requirements and other rules and regulations.
  Because we must furnish our stockholders with target business financial statements, we may not be
able to complete an initial business combination with some prospective target businesses.
  25




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ITEM 1B. UNRESOLVED STAFF COMMENTS.
  
 ITEM 2. PROPERTIES.
  
 ITEM 3. LEGAL PROCEEDINGS.
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
  26




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PART II
 
 ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES.
 Market Information
  Units
    
    Common Stock
    
    WarrantsHigh
    
    Low
    
    High
    
    Low
    
    High
    
    LowFiscal 2010:First Quarter*
    
    $
    9.90
    
    
    $
    9.50
    
    
    $
    9.70
    
    
    $
    9.52
    
    
    $
    0.10
    
    
    $
    0.03Fiscal 2009:Fourth Quarter
    
    $
    9.80
    
    
    $
    9.22
    
    
    $
    9.55
    
    
    $
    9.19
    
    
    $
    0.10
    
    
    $
    0.03Third Quarter
    
    $
    9.50
    
    
    $
    8.85
    
    
    $
    9.19
    
    
    $
    8.70
    
    
    $
    0.21
    
    
    $
    0.03Second Quarter
    
    $
    9.85
    
    
    $
    9.50
    
    
    $
    9.56
    
    
    $
    9.10
    
    
    $
    0.65
    
    
    $
    0.20First Quarter
    
    $
    9.90
    
    
    $
    9.50
    
    
    $
    9.34
    
    
    $
    9.13
    
    
    $
    0.68
    
    
    $
    0.47Fiscal 2008:Fourth Quarter
    
    $
    10.49
    
    
    $
    9.65
    
    
    $
    9.25
    
    
    $
    9.10
    
    
    $
    1.00
    
    
    $
    0.50Third Quarter
    
    $
    10.09
    
    
    $
    9.71
    
    
    $
    9.12
    
    
    $
    8.97
    
    
    $
    0.95
    
    
    $
    0.75
 
 *
    
    Through June 8, 2009. Holders
  Dividends
  Stock Price Performance Graph
  27




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Recent Sales of Unregistered Securities and Use of Proceeds
  Stockholders
    
    Number of UnitsJLJ Partners, LLC
    
    
    7,093,750Arthur Bargonetti
    
    
    31,250John R. Muse
    
    
    31,250M. William Benedetto
    
    
    31,250
    28




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Initial Public Offering
   29




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ITEM 6. SELECTED FINANCIAL DATA.
  For the period fromFor the year ended
    
    July 3, 2007 (inception)Income Statement Data:
    
    March 31, 2009
    
    through March 31, 2008Revenue
    
    $
    
    
    
    $
    Loss from operations
    
    
    (789,117
    )
    
    
    (241,809
    )Interest income
    
    
    3,127,016
    
    
    
    1,901,202Net income
    
    
    1,192,516
    
    
    
    895,050Basic net income per share
    
    
    .03
    
    
    
    .06Diluted net income per share
    
    
    .03
    
    
    
    .05Weighted average shares
outstanding excluding
shares subject to possible
conversion  Basic
    
    
    35,937,500
    
    
    
    15,907,629Weighted average shares
outstanding excluding
shares subject to possible
conversion  Diluted
    
    
    45,904,443
    
    
    
    19,806,901
 Balance Sheet Data:
    
    As at March 31, 2009
    
    As at March 31, 2008Working capital
    
    $
    273,890,639
    
    
    $
    272,698,123Cash held in trust account
    
    
    288,540,957
    
    
    
    287,574,981Total assets
    
    
    288,685,647
    
    
    
    287,984,820Total liabilities
    
    
    14,795,008
    
    
    
    15,286,697Value at initial public
offering of common stock
which may be redeemed for
cash ($9.95 per share)
    
    
    85,837,490
    
    
    
    85,837,490Stockholders Equity
    
    
    188,053,149
    
    
    
    186,860,633
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ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
  Forward Looking Statements
  Overview
  Results of Operations
   Financial Condition and Liquidity
  31




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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
  
 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
  
 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
  
 ITEM 9A. CONTROLS AND PROCEDURES.
 Evaluation of Disclosure Controls and Procedures
   32




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Managements Report on Internal Control Over Financial Reporting
   Committee of Sponsoring Organizations of the Treadway Commission in Internal Control
 Integrated Framework
  Changes in Internal Control Over Financial Reporting
  Limitations on the Effectiveness of Controls
  33




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ITEM 9B. OTHER INFORMATION.
  34




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PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
 Directors and Executive Officers
  Name
    
    Age
    
    PositionJoel J. Horowitz
    
    
    58
    
    
    Chief Executive Officer, Treasurer and DirectorLawrence S. Stroll
    
    
    49
    
    
    Chairman of the BoardJohn D. Idol
    
    
    50
    
    
    President, Secretary and DirectorArthur Bargonetti
    
    
    75
    
    
    DirectorJohn R. Muse
    
    
    58
    
    
    DirectorM. William Benedetto
    
    
    68
    
    
    DirectorStephen F. Reitman
    
    
    61
    
    
    Director
 Joel J. Horowitz
 Lawrence S. Stroll
 35




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John D. Idol
 Arthur Bargonetti
 John R. Muse
 36




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M. William Benedetto
 Stephen F. Reitman
 Section 16(a) Beneficial Ownership Reporting Compliance
  Code of Ethics
  37




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Corporate Governance
 Nominating Committee
   
    
    should have demonstrated notable or significant achievements in business,
education or public service;
    
    should possess the requisite intelligence, education and experience to make a
significant contribution to the board of directors and bring a range of skills,
diverse perspectives and backgrounds to its deliberations; and
    
    should have the highest ethical standards, a strong sense of professionalism and
intense dedication to serving the interests of the stockholders.
   Audit Committee
  
    
    reviewing and discussing with management and the independent auditor the annual
audited financial statements, and recommending to the board whether the audited
financial statements should be included in our Form 10-K;
    
    discussing with management and the independent auditor significant financial
reporting issues and judgments made in connection with the preparation of our
financial statements;
    
    discussing with management major risk assessment and risk management policies;
    
    monitoring the independence of the independent auditor;
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
    
    verifying the rotation of the lead (or coordinating) audit partner having
primary responsibility for the audit and the audit partner responsible for
reviewing the audit as required by law;
    
    inquiring and discussing with management our compliance with applicable laws and
regulations;
    
    pre-approving all audit services and permitted non-audit services to be
performed by our independent auditor, including the fees and terms of the services
to be performed;
    
    appointing or replacing the independent auditor;
    
    determining the compensation and oversight of the work of the independent
auditor (including resolution of disagreements between management and the
independent auditor regarding financial reporting) for the purpose of preparing or
issuing an audit report or related work;
    
    establishing procedures for the receipt, retention and treatment of complaints
received by us regarding accounting, internal accounting controls or reports which
raise material issues regarding our financial statements or accounting policies;
    
    monitoring compliance with the terms of our IPO and, if any noncompliance is
identified, taking all action necessary to rectify the noncompliance or otherwise
cause compliance with the terms of our IPO;
    
    reviewing and approving all reimbursements and payments made to any of our
founders or members of our management team or our or their respective affiliates,
other than the payment of an aggregate of $10,000 per month to JLJ Partners for
office space, secretarial and administrative services. Any reimbursements and
payments made to members of our audit committee will be reviewed and approved by
our board of directors, with the interested director or directors abstaining from
such review and approval; and
    
    reviewing and approving any related party transactions we may enter into. The
audit committee will consider all relevant factors when determining whether to
approve a related party transaction, including whether the related party
transaction is on terms no less favorable than terms generally available to an
unaffiliated third-party under the same or similar circumstances and the extent of
the related partys interest in the transaction.
 Financial Experts on Audit Committee
   39




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ITEM 11. EXECUTIVE COMPENSATION.
   Compensation Discussion and Analysis
   40




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Benchmarking of Cash and Equity Compensation
  Compensation Components
 Base Salary
 Annual Bonuses
 Equity Awards
 
 ITEM 12. 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.
  
    
    each person known by us to be the beneficial owner of more than 5% of our
outstanding shares of common stock;
    
    each of our officers and directors; and
    
    all of our officers and directors as a group.
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ApproximateAmount of
    
    Percentage ofBeneficial
    
    OutstandingName and Address of Beneficial Owner(1)
    
    Ownership
    
    Common StockJLJ Partners, LLC(2)
    
    
    7,062,500
    (3)
    
    
    19.7
    %QVT Financial LP
    
    
    3,127,667
    (4)
    
    
    8.7
    %Millenco LLC
    
    
    2,487,000
    (5)
    
    
    6.1
    %Aldebaran Investments LLC
    
    
    2,185,618
    (6)
    
    
    6.1
    %Deutsche Bank AG
    
    
    1,865,101
    (7)
    
    
    5.2
    %Andrew M. Weiss, Ph.D.
    
    
    1,838,800
    (8)
    
    
    5.1
    %Lawrence S. Stroll
    
    
    0
    (9)
    
    
    *Joel J. Horowitz
    
    
    0
    (9)
    
    
    *John D. Idol
    
    
    0
    (9)
    
    
    *Arthur Bargonetti
    
    
    31,250
    (10)
    
    
    *John R. Muse
    
    
    281,250
    (11)
    
    
    *M. William Benedetto
    
    
    31,250
    (10)
    
    
    *Stephen F. Reitman
    
    
    31,250
    (10)
    
    
    *All directors and executive officers
as a group (seven individuals)
    
    
    7,437,500
    (12)
    
    
    20.7
    %
 
 *
    
    Less than one percent.(1)
    
    Unless otherwise indicated, the business address of each of the individuals or entities is 11
West 42nd Street, 21st Floor, New York, New York 10036.(2)
    
    Lawrence S. Stroll, Joel J. Horowitz and John D. Idol share voting and dispositive power over
the shares held by JLJ Partners.(3)
    
    Does not include (i) 7,062,500 shares of common stock issuable upon exercise of founders
warrants and (ii) 5,000,000 shares of common stock issuable upon exercise of sponsors
warrants, all of which are not exercisable and will not become exercisable within 60 days.(4)
    
    Represents (i) 2,665,600 shares of common stock beneficially owned by QVT Fund LP (Fund),
(ii) 278,410 shares of common stock beneficially owned by Quintessence Fund L.P.
(Quintessence), and (iii) 183,657 shares of common stock held in a separate discretionary
account for a third party (Separate Account). QVT Financial LP (QVT Financial), as the
investment manager for the Fund, Quintessence and the Separate Account, may be deemed the
beneficial owner of all such shares. QVT Financial GP LLC (GP), as the general partner of
QVT Financial, may be deemed the beneficial owner of all such shares. QVT Associates GP LLC
(Associates), as the general partner of the Fund and Quintessence, may be deemed the
beneficial owner of the shares held by such entities. Each entity has shared power to vote
and dispose of the shares beneficially owned by it. This amount does not include warrants
that are not exercisable and will not become exercisable until we complete a business
combination. The business address for QVT Financial, GP and Associates is 1177 Avenue of the
Americas, 9th Floor, New York, New York 10036. The business address for the Fund is Walkers
SPV, Walkers House, Mary Street, George Town, Grand Cayman, KY1 9001 Cayman Islands. The
foregoing information was derived from a Schedule 13G filed with the Securities and Exchange
Commission on January 9, 2008, as amended on February 7, 2008 and January 30, 2009.(5)
    
    Represents 2,487,000 shares of common stock beneficially owned by Integrated Core Strategies
(US) LLC (ICS). Integrated Holding Group LP (IHG), as the managing member of ICS,
Millenium Management LLC (Millenium), as the the general partner of IHG, and Isreal A.
Englander, as the managing member of Millenium, may each be deemed the beneficial owner of
such shares. Each of ICS, IHG, Millenium and 42




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##### Table of Contents



Mr. Englander has shared power to vote and dispose of the shares. This amount does not
include 4,937,954 shares of common stock issuable upon the exercise of warrants held by ICS.
The business address for Millenium is 666 Fifth Avenue, New York, New York 10103 and the
business address for Mr. Englander and ICS is c/o Millenium Management LLC at the same
address. The foregoing information was derived from a Schedule 13G filed with the
Securities and Exchange Commission on December 26, 2007, as amended on November 3, 2008.(6)
    
    Represents shares of common stock held in a separate account for which Aldebaran Investments
LLC (Aldebaran) is the investment manager. Aldebaran has sole power to vote and dispose of
the shares. The business address of Aldebaran is 11 West 42nd Street,
21st Floor, New York, New York 10036. The foregoing information was derived from a
Schedule 13G filed with the Securities Exchange Commission on February 17, 2009.(7)
    
    Represents (i) 1,700,801 shares of common stock beneficially owned by Deutsche Bank AG,
London Branch (London Branch) and (ii) 164,300 shares of common stock owned by Deutsche Bank
Securities, Inc. (DBS). Each of the London Branch and DBS have sole power to vote and
dispose of the shares. The London Branch and DBS are subsidiaries of Deutsche Bank AG
(Bank). This amount represents shares beneficially owned by the Corporate and Investment
Banking and the Corporate Investments business groups and not shares of common stock held by
any other business group of the Bank. The address of the Bank is Theodor-Heuss-Allee 70,
60468 Frankfurt am Main, Federal Republic of Germany. The foregoing information was derived
from a Schedule 13G filed with the Securities Exchange Commission on February 6, 2009.(8)
    
    Represents (i) 1,169,036 shares of common stock beneficially owned by Weiss Asset Management,
LLC and (ii) 669,764 shares of common stock beneficially owned by Weiss Capital, LLC. Mr.
Weiss is managing member of both Weiss Asset Management, LLC and Weiss Capital, LLC. The
business address for each entity and for Mr. Weiss is 29 Commonwealth Avenue, 10th Floor,
Boston, Massachusetts 02116. The foregoing information was derived from a Schedule 13G filed
with the Securities and Exchange Commission on April 25, 2008.(9)
    
    Does not include the shares held by JLJ Partners, of which each individual is approximately a
1/3 beneficial owner, either directly or through entities of which they or their family
members are owners and beneficiaries.(10)
    
    Does not include 31,250 shares of common stock issuable upon exercise of founders warrants
which are not exercisable and will not become exercisable within 60 days.(11)
    
    Represents (i) 91,250 shares of common stock held by Mr. Muse, (ii) 150,000 shares of common
stock held by Muse Family Enterprises, Ltd., a family partnership benefiting Mr. Muses
children, (iii) 30,000 shares of common stock held by Muse Childrens GS Trust, a trust
established for the benefit of Mr. Muses children, and (iv) 10,000 shares of common stock
held by The Muse Educational Foundation of which Mr. Muse is President. Does not include (i)
91,250 shares of common stock issuable upon exercise of founders warrants and public warrants
held by Mr. Muse, (ii) 150,000 shares of common stock issuable upon exercise of public
warrants held by Muse Family Enterprises, Ltd., (iii) 30,000 shares of common stock issuable
upon exercise of public warrants held by Muse Childrens GS Trust and (iv) 10,000 shares of
common stock issuable upon exercise of public warrants held by The Muse Educational
Foundation, none of which are exercisable or will become exercisable within 60 days.(12)
    
    Does not include (i) 7,437,500 shares of common stock issuable upon exercise of founders
warrants, (ii) 250,000 shares of common stock issuable upon the exercise of public warrants
and (iii) 5,000,000 shares of common stock issuable upon exercise of sponsors warrants, all
of which are not exercisable and will not become exercisable within 60 days.  43




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##### Table of Contents




    
    the last sales price of our common stock equals or exceeds $14.25 per share for
any 20 trading days within any 30-trading day period beginning 90 days after our
initial business combination; or
    
    we consummate a subsequent liquidation, merger, stock exchange or other similar
transaction which results in all of our securityholders having the right to
exchange their securities for cash, securities or other property, in which case,
the founders warrants will also be released from escrow but only to the extent
necessary to participate in such exchange.
    44




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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
  Number of
    
    Number ofName
    
    Shares
    
    Warrants
    
    Relationship to UsJLJ Partners, LLC
    
    
    7,093,750
    
    
    
    7,093,750
    
    
    StockholderArthur Bargonetti
    
    
    31,250
    
    
    
    31,250
    
    
    DirectorJohn R. Muse
    
    
    31,250
    
    
    
    31,250
    
    
    DirectorM. William Benedetto
    
    
    31,250
    
    
    
    31,250
    
    
    Director
     45




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46




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Related Party Policy
   47




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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
  Audit Fees
  Audit-Related Fees
  Tax Fees
  All Other Fees
  Audit Committee Approval
  
 PART
IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
  Exhibit No.
    
    Description3.1
    
    Form of Amended and Restated Certificate of Incorporation.(1)3.2
    
    By-laws.(2)4.1
    
    Specimen Unit Certificate.(1)4.2
    
    Specimen Common Stock Certificate.(1)4.3
    
    Specimen Warrant Certificate.(1)
 48




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##### Table of Contents



Exhibit No.
    
    Description4.4
    
    Form of Warrant Agreement between Continental Stock Transfer & Trust Company
and the Registrant.(1)10.1
    
    Letter Agreement between the Registrant and Joel J. Horowitz.(1)10.2
    
    Letter Agreement between the Registrant and Lawrence S. Stroll.(1)10.3
    
    Letter Agreement between the Registrant and John D Idol.(1)10.4
    
    Letter Agreement between the Registrant and Arthur Bargonetti.(1)10.5
    
    Letter Agreement between the Registrant and John R. Muse.(1)10.6
    
    Letter Agreement between the Registrant and M. William Benedetto.(1)10.7
    
    Letter Agreement between the Registrant and Stephen F. Reitman.(1)10.8
    
    Form of Investment Management Trust Agreement between Continental Stock
Transfer & Trust Company and the Registrant.(1)10.9
    
    Form of Stock Escrow Agreement between the Registrant, Continental Stock
Transfer & Trust Company and the Initial Stockholders.(1)10.10
    
    Form of Administrative Services Agreement between the Registrant and JLJ
Partners, LLC.(1)10.11
    
    Form of Promissory Note issued to JLJ Partners, LLC.(1)10.12
    
    Form of Registration Rights Agreement among the Registrant and the Initial
Stockholders.(1)10.13
    
    Sponsors Warrant Subscription Agreement among the Registrant, Graubard Miller
and JLJ Partners, LLC.(1)10.14
    
    Co-Investment Subscription Agreement among the Registrant and JLJ Partners,
LLC.(1)10.15
    
    Co-Investment Subscription Agreement among the Registrant and Sportswear
Holdings Limited.(1)10.16
    
    Form of letter agreement of the interest owners of JLJ Partners, LLC.(1)14
    
    Code of Ethics.(1)31
    
    Certification of Principal Executive and Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.32
    
    Certification of Principal Executive and Financial Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.99.1
    
    Audit Committee Charter.(1)99.2
    
    Nominating Committee Charter.(1)
 49




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##### Table of Contents



(1)
    
    Incorporated by reference to the Registrants Registration Statement on Form
S-1 (SEC File No. 333-145684).(2)
    
    Incorporated by reference to the Registrants Current Report on Form 8-K, filed
on January 28, 2009. 50




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SIGNATURES
  GLOBAL BRANDS ACQUISITION CORP.By:
    /s/ Joel J. HorowitzJoel J. HorowitzChief Executive Officer and
Treasurer
(Principal Executive and Principal
Financial and Accounting Officer) POWER OF ATTORNEY
   Name
    
    Title
    
    Date/s/ Joel J. Horowitz

Joel J. Horowitz
    
    Chief Executive Officer,
Treasurer and Director
(Principal Executive Officer and
Principal Financial and
Accounting Officer)
    
    June 15, 2009/s/ Lawrence S. Stroll

Lawrence S. Stroll
    
    Chairman of the Board
    
    June 15, 2009/s/ John D. Idol

John D. Idol
    
    President, Secretary and Director
    
    June 15, 2009/s/ Arthur Bargonetti

Arthur Bargonetti
    
    Director
    
    June 15, 2009
 51




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##### Table of Contents



Name
    
    Title
    
    Date/s/ John R. Muse

John R. Muse
    
    Director
    
    June 15, 2009/s/ M. William Benedetto

M. William Benedetto
    
    Director
    
    June 15, 2009/s/ Stephen F. Reitman

Stephen F. Reitman
    
    Director
    
    June 15, 2009
 52




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##### Table of Contents



Global Brands Acquisition Corp.
 (a Corporation in the Development Stage)
 
  PageReports of Independent Registered Public Accounting Firm
    
    
    F-2Financial Statements:Balance Sheets as of March 31, 2009 and March 31, 2008
    
    
    F-4Statements of Operations for the Period July 3, 2007 (inception)
to March 31, 2009, the Year ended March 31, 2009 and the Period
July 3, 2007 (inception) to March 31, 2008
    
    
    F-5Statements of Stockholders Equity for the Period
July 3, 2007 (inception) to March 31, 2009
    
    
    F-6Statements of Cash Flows for the Period July 3, 2007 (inception) to
March 31, 2009, the Year ended March 31, 2009 and the Period
July 3, 2007 (inception) to March 31, 2008
    
    
    F-7Notes to Financial Statements
    
    
    F-8
 F-1




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Report of Independent Registered Public Accounting Firm
 
      
 F-2




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F-3




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##### Table of Contents



Global Brands Acquisition Corp.
(a Corporation in the Development Stage)
Balance Sheets
 March 31, 2009
    
    
    March 31, 2008AssetsCurrent assets:Cash
    
    $
    136,690
    
    
    $
    219,001Cash held in trust fund
    
    
    288,540,957
    
    
    
    287,574,981Prepaid expense
    
    
    8,000
    
    
    
    97,300Total current assets
    
    
    288,685,647
    
    
    
    287,891,282Deferred tax asset
    
    
    
    
    
    
    93,538Total assets
    
    $
    288,685,647
    
    
    $
    287,984,820Liabilities and stockholders equityCurrent liabilities:Accrued accounting fees payable
    
    $
    55,000
    
    
    $
    20,000Income tax payable
    
    
    360,361
    
    
    
    857,881Accrued filing fees payable
    
    
    14,375,000
    
    
    
    14,375,000Accrued payable, stockholders
    
    
    4,647
    
    
    
    33,816Total current liabilities
    
    $
    14,795,008
    
    
    $
    15,286,697Common stock, subject to possible conversion, 8,624,999
shares at conversion value at initial public offering
    
    
    85,837,490
    
    
    
    85,837,490CommitmentsStockholders equity:Preferred stock; $.0001 par value; 1,000,000 shares
authorized; none issuedCommon stock; $.0001 par value; authorized 90,000,000
shares; 35,937,500 (less 8,624,999 shares subject
to possible conversion) shares issued and
outstanding
    
    
    2,732
    
    
    
    2,732Additional paid-in capital
    
    
    185,962,851
    
    
    
    185,962,851Earnings accumulated during the development stage
    
    
    2,087,566
    
    
    
    895,050Total stockholders equity
    
    
    188,053,149
    
    
    
    186,860,633Total liabilities and stockholders equity
    
    $
    288,685,647
    
    
    $
    287,984,820
 The accompanying notes are an integral part of these financial statements.
 F-4




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##### Table of Contents



Global Brands Acquisition Corp.
(a Corporation in the Development Stage)
 
 Statements of Operations
 For the Period July 3, 2007 (inception) to March 31, 2009,
the year ending March 31, 2009 and the
Period July 3, 2007 (inception) to March 31, 2008
 
 For the period
    
    
    
    
    
    
    For the periodJuly 3, 2007
    
    
    For the year
    
    
    July 3, 2007(inception) to
    
    
    ending
    
    
    (inception) toMarch 31, 2009
    
    
    March 31, 2009
    
    
    March 31, 2008Formation and operating costs
    
    $
    788,202
    
    
    $
    611,393
    
    
    $
    176,809Professional and other fees
    
    
    242,724
    
    
    
    177,724
    
    
    
    65,000Operating loss
    
    
    (1,030,926
    )
    
    
    (789,117
    )
    
    
    (241,809
    )Interest income
    
    
    5,028,218
    
    
    
    3,127,016
    
    
    
    1,901,202Income before income taxes
    
    
    3,997,292
    
    
    
    2,337,899
    
    
    
    1,659,393Provision for income taxes
    
    
    1,909,726
    
    
    
    1,145,383
    
    
    
    764,343Net income
    
    $
    2,087,566
    
    
    $
    1,192,516
    
    
    $
    895,050Weighted average number of
common shares outstandingBasic
    
    
    28,400,216
    
    
    
    35,937,500
    
    
    
    15,907,629Diluted
    
    
    35,701,006
    
    
    
    45,904,443
    
    
    
    19,806,901Net income per common shareBasic
    
    $
    .07
    
    
    $
    .03
    
    
    $
    .06Diluted
    
    $
    .06
    
    
    $
    .03
    
    
    $
    .05
 The accompanying notes are an integral part of these financial statements.
 F-5




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##### Table of Contents



Global Brands Acquisition Corp.
(a Corporation in the Development Stage)
 
 Statement of Stockholders Equity
 For the Period July 3, 2007 (inception) to March 31, 2009
 
 EarningsAdditional
    
    
    accumulated
    
    
    TotalCommon Stock
    
    
    paid-in
    
    
    during
    
    
    stockholdersShares
    
    
    Amount
    
    
    capital
    
    
    development stage
    
    
    equityCommon shares issued at inception
    
    
    7,187,500
    
    
    $
    719
    
    
    $
    24,281
    
    
    $
    
    
    
    $
    25,000Sale of 28,750,000 units, net of underwriters
discount and offering expenses (includes
8,624,999 shares subject to possible conversion)
    
    
    28,750,000
    
    
    
    2,875
    
    
    
    266,775,198
    
    
    
    
    
    
    
    266,778,073Proceeds subject to possible conversion of
8,624,999 shares
    
    
    
    
    
    
    (862
    )
    
    
    (85,836,628
    )
    
    
    
    
    
    
    (85,837,490
    )Proceeds from issuance of founders warrants
    
    
    
    
    
    
    
    
    
    
    5,000,000
    
    
    
    
    
    
    
    5,000,000Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    895,050
    
    
    
    895,050Balances, at March 31, 2008
    
    
    35,937,500
    
    
    
    2,732
    
    
    
    185,962,851
    
    
    
    895,050
    
    
    
    186,860,633Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,192,516
    
    
    
    1,192,516Balances, at March 31, 2009
    
    
    35,937,500
    
    
    $
    2,732
    
    
    $
    185,962,851
    
    
    $
    2,087,566
    
    
    $
    188,053,149
 The accompanying notes are an integral part of these financial statements.
 F-6




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##### Table of Contents



Global Brands Acquisition Corp.
(a Corporation in the Development Stage)
 
 Statements of Cash Flows
 For the Period July 3, 2007 (inception) to March 31, 2009,
the year ended March 31, 2009, and
the Period July 3, 2007 (inception) to March 31, 2008
 
 For the period
    
    
    
    
    
    
    For the periodJuly 3, 2007
    
    
    For the year
    
    
    July 3, 2007(inception) to
    
    
    ended March 31,
    
    
    (inception) toMarch 31, 2009
    
    
    2009
    
    
    March 31, 2008Cash flows from operating activitiesNet income
    
    $
    2,087,566
    
    
    $
    1,192,516
    
    
    $
    895,050Adjustment to reconcile net income to net cash
provided by
operating activities:Change in operating assets and liabilities:Prepaid expense
    
    
    (8,000
    )
    
    
    89,300
    
    
    
    (97,300
    )Deferred tax asset
    
    
    
    
    
    
    93,538
    
    
    
    (93,538
    )Accrued expenses
    
    
    55,000
    
    
    
    35,000
    
    
    
    20,000Accrued payable, stockholders
    
    
    4,647
    
    
    
    (29,169
    )
    
    
    33,816Income tax payable
    
    
    360,361
    
    
    
    (497,520
    )
    
    
    857,881Net cash provided by operating activities
    
    
    2,499,574
    
    
    
    883,665
    
    
    
    1,615,909Cash flows from investing activitiesCash held in trust fund
    
    
    (288,540,957
    )
    
    
    (965,976
    )
    
    
    (287,574,981
    )Cash flows from financing activitiesGross proceeds from initial public offering
    
    
    287,500,000
    
    
    
    
    
    
    
    287,500,000Proceeds from notes payable, stockholders
    
    
    100,000
    
    
    
    
    
    
    
    100,000Payment of notes payable, stockholders
    
    
    (100,000
    )
    
    
    
    
    
    
    (100,000
    )Proceeds from issuance of common stock
    
    
    25,000
    
    
    
    
    
    
    
    25,000Proceeds from issuance of founders warrants
    
    
    5,000,000
    
    
    
    
    
    
    
    5,000,000Payment of offering costs
    
    
    (6,346,927
    )
    
    
    
    
    
    
    (6,346,927
    )Net cash provided by financing activities
    
    
    286,178,073
    
    
    
    
    
    
    
    286,178,073Net increase (decrease) in cash
    
    
    136,690
    
    
    
    (82,311
    )
    
    
    219,001Cash, beginning of period
    
    
    
    
    
    
    219,001
    
    
    
    Cash, end of period
    
    $
    136,690
    
    
    $
    136,690
    
    
    $
    219,001Supplementary cash flow disclosureIncome taxes paid
    
    $
    1,585,860
    
    
    $
    1,585,860
    
    
    $
    
 The accompanying notes are an integral part of these financial statements.
 F-7




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##### Table of Contents



A. Description of Organization and Business Operations
 Accounting and Reporting By Development Stage Enterprises, st
   F-8




---



##### Table of Contents



B. Summary of Significant Accounting Policies
 Development Stage Company
 Accounting and Reporting by
Development Stage Enterprises.
 Comprehensive Income
  Net Income per Common Share
 Earnings Per Share,
 F-9




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##### Table of Contents



Concentration of Credit Risk
  Fair Value of Financial Instruments
 Fair Value Measurements,
 Use of Estimates
  Cash and Cash Equivalents
  Cash Held in Trust Fund
  Deferred Offering Costs
  Income Tax
 Accounting for Income Taxes
 F-10




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Recently Issued Accounting Standards
 Fair Value Measurements
 The Fair Value Option for Financial Assets and
Financial Liabilities
 F-11




---



##### Table of Contents



C. Common Stock, Subject to Possible Conversion
  D. Stockholders Equity
  F-12




---



##### Table of Contents



E. Initial Public Offering
   F. Related Party Transactions
  F-13




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##### Table of Contents



G. Income Taxes
  For the period
    
    
    
    
    
    For the periodJuly 3, 2007
    
    
    For the year
    
    
    July 3, 2007(inception) to
    
    
    ended March 31,
    
    
    (inception) toMarch 31, 2009
    
    
    2009
    
    
    March 31, 2008Current:Federal
    
    $
    1,173,898
    
    
    $
    707,132
    
    
    $
    537,514State & Local
    
    
    735,828
    
    
    
    438,251
    
    
    
    320,367Current provision for income taxes
    
    $
    1,909,726
    
    
    $
    1,145,383
    
    
    $
    857,881
 F-14




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##### Table of Contents



For the period
    
    
    
    
    
    For the periodJuly 3, 2007
    
    
    For the year
    
    
    July 3, 2007(inception) to
    
    
    ended March 31,
    
    
    (inception) toMarch 31, 2009
    
    
    2009
    
    
    March 31, 2008Deferred:Federal
    
    $
    
    
    
    $
    
    
    
    $
    (70,748
    )State & Local
    
    
    
    
    
    
    
    
    
    
    (22,790
    )Current provision for income taxes
    
    $
    
    
    
    $
    
    
    
    $
    (93,538
    )Total provision for income taxes
    
    $
    1,909,726
    
    
    $
    1,145,383
    
    
    $
    764,343
    For the period
    
    
    
    
    
    For the periodJuly 3, 2007
    
    
    For the year
    
    
    July 3, 2007(inception) to
    
    
    ended March 31,
    
    
    (inception) toMarch 31, 2009
    
    
    2009
    
    
    March 31, 2008U.S. Federal Statutory Rate
    
    
    34.00
    %
    
    
    34.00
    %
    
    
    34.00
    %Increase (decrease) resulting from:State and Local Income Taxes, net
of Federal Benefits
    
    
    12.15
    %
    
    
    11.29
    %
    
    
    12.74
    %Others
    
    
    1.63
    %
    
    
    3.71
    %
    
    
    (0.68
    %)Effective Tax Rate
    
    
    47.78
    %
    
    
    49.00
    %
    
    
    46.06
    %
 F-15