8-K 1 d8k.htm FORM 8-K Form 8-K

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 10, 2005

 

 

PriceSmart, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware   000-22793   33-0628530

(State or other jurisdiction

of incorporation)

   (Commission File Number)  

(I.R.S. Employer

Identification No.)

 

9740 Scranton Road, San Diego CA 92121

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (858) 404-8800

 

 

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))

 

Item 2.02.  Results of Operations and Financial Condition and Item 8.01 Other Events.

 

On November 10, 2005, PriceSmart, Inc. issued a press release announcing it had restated its consolidated balance sheets and consolidated statements of operations for the periods ending November 30, 2004, February 28, 2005 and May 31, 2005 to reflect a “deemed dividend” and had filed amended Quarterly Reports on Form 10-Q reflecting such restatements. A copy of the press release is filed herewith as Exhibit 99.1.

 

Item 9.01.  Financial Statements and Exhibits.

 

(c) The following exhibit is filed herewith:

 

Exhibit No.
   

Description

99.1    Press release of PriceSmart, Inc. dated November 10, 2005.

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.

 

Date: November 14, 2005

      

PRICESMART, INC.

            By:   /s/ JOHN M. HEFFNER
               

John M. Heffner

Chief Financial Officer