-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UJnwlLX1LZlQSUfsNsLczvcqMLdxaGR2jyiiSlELub0PaUwsAgqdiuyugbh7aHMe DzZ4KUctPt03xs0mP+Djng== 0000950134-02-011211.txt : 20020912 0000950134-02-011211.hdr.sgml : 20020912 20020912165614 ACCESSION NUMBER: 0000950134-02-011211 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020912 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020912 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HASTINGS ENTERTAINMENT INC CENTRAL INDEX KEY: 0001054579 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL- COMPUTER & PRERECORDED TAPE STORES [5735] IRS NUMBER: 751386375 STATE OF INCORPORATION: TX FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24381 FILM NUMBER: 02762805 BUSINESS ADDRESS: STREET 1: 3601 PLANS BLVD STREET 2: SUITE 1 CITY: AMARILLO STATE: TX ZIP: 79102 BUSINESS PHONE: 8063512300 MAIL ADDRESS: STREET 1: P O BOX 35350 CITY: AMARILLO STATE: TX ZIP: 79120-5350 8-K 1 d99755be8vk.txt 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): SEPTEMBER 12, 2002 HASTINGS ENTERTAINMENT, INC. (Exact Name of Registrant as Specified in its Charter) TEXAS 000-24381 75-1386375 (State or Other Jurisdiction of (Commission (IRS Employer Incorporation) File Number) Identification No.) 3601 PLAINS BOULEVARD, SUITE 1, AMARILLO, TEXAS 79102 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (806) 351-2300 ================================================================================ ITEM 5. OTHER ITEM In a press release dated September 12, 2002, Hastings Entertainment, Inc. (the "Company") announced that an agreement in principle has been reached with respect to the shareholder class action lawsuits filed against the Company in fiscal 2000. A copy of the press release is filed herewith as Exhibit 99 and incorporated herein by this reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. 99 Press release dated September 12, 2002. SIGNATURE 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. HASTINGS ENTERTAINMENT, INC. By: /s/ Dan Crow -------------------------------------------- Dan Crow Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) Date: September 12, 2002 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 99 Press release dated September 12, 2002.
EX-99 3 d99755bexv99.txt PRESS RELEASE EXHIBIT 99 NEWS RELEASE HASTINGS CONTACT: DAN CROW PR02-87 ENTERTAINMENT, INC. Vice President and Chief Financial Officer (806) 351-2300, ext. 6000 www.gohastings.com HASTINGS ENTERTAINMENT, INC. AGREES TO SETTLE SHAREHOLDER LAWSUITS AMARILLO, Texas, September 12, 2002--Hastings Entertainment, Inc. (NASDAQ: HAST), a leading multimedia entertainment superstore retailer, today announced that an agreement in principle has been reached with respect to the shareholder class action lawsuits filed against the Company in fiscal 2000. The settlement, which is subject to execution of a final settlement agreement and approval by the court, requires a payment of $5.75 million. Amounts remaining under the Company's director and officer insurance policy after payment of litigation expenses are expected to cover a substantial portion of the settlement. The Company estimates that amounts remaining under the policy after all litigation expenses will be approximately $3.25 million and has recorded a loss contingency of $2.5 million, or $0.22 per diluted share. The loss contingency has been recorded in the Company's financial statements as of July 31, 2002 contained in its Quarterly Report on Form 10-Q to be filed today. The financial statements will show a loss of $0.14 per diluted share for the second quarter of fiscal 2002. "Although we believe there was no merit to the allegations brought by the Plaintiffs", stated John H. Marmaduke, President and Chief Executive Officer, "we felt a settlement was in the best interest of our shareholders, especially considering the amount of time, money and attention management has had to devote to defending these lawsuits. We are pleased to put an end to this process and return our focus to running our business." "While confident of our position in the litigation, the litigation was a continuing drain on the Company's limited resources, resources that should be focused on our business," stated Dan Crow, Vice President and Chief Financial Officer. "In the end, we reluctantly concluded that the interests of the shareholders and the Company would best be served by settling these claims as it became apparent there was a risk that estimated legal costs to continue litigating the matter could have exceeded the settlement amount we were offered." "As the potential outcome of the litigation was not determinable and the amount of loss, if any, could not be estimated, the earnings guidance we had previously issued on August 21, 2002 did not reflect any cost to Hastings for this litigation and, in fact, it was only after August 21, 2002 that the Plaintiffs made a proposal that allowed us to believe a settlement was possible," Crow continued. "Therefore, we are now lowering our guidance for fiscal year 2002 from a range of $0.60 to $0.65 per diluted share to a range of $0.38 to $0.43 per diluted share to allow for the effect of settling these actions." Safe Harbor Statement Certain written and oral statements set forth above or made by Hastings or with the approval of an authorized executive officer of the company constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Generally, the words "believe," "expect," "intend," "anticipate," "project," "will" and similar expressions identify forward-looking statements, which generally are not historical in nature. All statements that address guidance for the fiscal year 2002 are based on events that we expect or anticipate will occur in the future and are forward-looking statements. Such statements are based upon company management's current estimates, assumptions and expectations, which are based on information available at the time of the disclosure, and are subject to a number of factors and uncertainties, including, but not limited to, our inability to attain such estimates, assumptions and expectations, a downturn in market conditions in any industry relating to the products we inventory, sell or rent, the effects of or changes in economic conditions in the U.S. and or the markets in which we operate our superstores and whether or not the court approves the settlement described above, any of which could cause actual results to differ materially from those described herein. We undertake no obligation to affirm, publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. About Hastings Founded in 1968, Hastings Entertainment, Inc. is a leading multimedia entertainment retailer that combines the sale of books, music, software, periodicals, new and used DVDs, videos and video games with the rental of videos, DVDs and video games in a superstore format. We currently operate 144 superstores, averaging approximately 20,000 square feet, primarily in small to medium-sized markets throughout the United States. Hastings also operates www.gohastings.com, an e-commerce Internet Web site that makes available to our customers new and used entertainment products and unique, contemporary gifts and toys. The site features exceptional product and pricing offers. The Investor Relations section of our Web site contains press releases and access to filings with the Securities Exchange Commission.
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