-----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, PaDbqDEIBct7zIRZ8LM5rQAMl7qFa8KqXVf8BVX/Y5bxtYGVK+fDtgXadafBzI8C MzbJRqpo7okb9GsrN3Pi1Q== 0001181431-09-026234.txt : 20090522 0001181431-09-026234.hdr.sgml : 20090522 20090521133636 ACCESSION NUMBER: 0001181431-09-026234 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090521 ITEM INFORMATION: Temporary Suspension of Trading Under Registrant's Employee Benefit Plans ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090521 DATE AS OF CHANGE: 20090521 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GAP INC CENTRAL INDEX KEY: 0000039911 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FAMILY CLOTHING STORES [5651] IRS NUMBER: 941697231 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07562 FILM NUMBER: 09844871 BUSINESS ADDRESS: STREET 1: TWO FOLSOM STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 4159524400 MAIL ADDRESS: STREET 1: TWO FOLSOM STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94105 FORMER COMPANY: FORMER CONFORMED NAME: GAP STORES INC DATE OF NAME CHANGE: 19850617 8-K 1 rrd243519.htm Prepared By R.R. Donnelley Financial -- Form 8-K
 
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 (Date of earliest event reported):  05/21/2009
 
The Gap, Inc.
(Exact name of registrant as specified in its charter)
 
Commission File Number:  1-7562
 
Delaware
  
94-1697231
(State or other jurisdiction of
  
(IRS Employer
incorporation)
  
Identification No.)
 
2 Folsom Street
San Francisco, CA 94105
(Address of principal executive offices, including zip code)
 
(650) 952-4400
(Registrant’s telephone number, including area code)
 
(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:
[  ]   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 5.04.    Temporary Suspension of Trading Under Registrant's Employee Benefit Plans
 
On May 21, 2009, The Gap, Inc. (the "Company") sent a notice to its directors and executive officers informing them of a proposed blackout period (the "Blackout Period") under the Company's GapShare 401(k) Plan (the "401(k) Plan"). The notice advises the Company's directors and executive officers of the applicable trading restrictions that apply to them under Section 306 of the Sarbanes-Oxley Act of 2002 and the Securities and Exchange Commission's Regulation BTR. A copy of the notice is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

The Blackout Period is required in order to effect a transition of the administration of the 401(k) Plan to a new service provider, and is expected to last from June 15, 2009, until July 10, 2009. During the Blackout Period, participants in the 401(k) Plan will be temporarily unable to effect certain transactions, including investment exchanges into or out of the Gap Stock fund in the 401(k) Plan, access to 401(k) Plan loan s, withdrawals and distributions from the 401(k) Plan.

During the Blackout Period and for a period of two years after the ending date of the Blackout Period, security holders or other interested persons may obtain, without charge, information about the actual beginning and ending dates of the Blackout Period by contacting David Jedrzejek at The Gap, Inc., Two Folsom Street, San Francisco, CA 94105, or at (415) 427-2929, to whom all inquiries regarding the Blackout Period should be directed.

 
 
Item 9.01.    Financial Statements and Exhibits
 
99.1        Notice of Blackout Period provided to The Gap, Inc. directors and executive officers
 

 

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 Gap, Inc.
 
 
Date: May 21, 2009
     
By:
 
/s/    Sabrina L. Simmons
               
Sabrina L. Simmons
               
Executive Vice President and Chief Financial Officer
 
 

 

Exhibit Index
 
Exhibit No.
  
Description
EX-99.1
  
Financial Statements and Exhibits
EX-99.1 2 rrd243519_28492.htm FINANCIAL STATEMENTS AND EXHIBITS Gap Inc

Exhibit 99.1

Important Notice Regarding Restrictions on Trading

Gap Inc. Stock During 401(k) Blackout Period

To: The Directors and Executive Officers of The Gap, Inc.

From: David Jedrzejek, Senior Corporate Counsel

As you may be aware, The Gap, Inc. (the "Company") is in the process of changing service providers for the GapShare 401(k) Plan (the "401(k) Plan") from Wachovia Retirement Services to T. Rowe Price. In connection with this change, a "blackout period" will be imposed under the 401(k) Plan. During the blackout period, participants in the 401(k) Plan will be temporarily unable to effect certain transactions, including investment exchanges into or out of the Gap Stock fund in the 401(k) Plan, access to 401(k) Plan loans, withdrawals and distributions from the 401(k) Plan.

The Sarbanes-Oxley Act of 2002 and the related SEC regulations require that, during the blackout period under the 401(k) Plan, the Company's directors and executive officers generally be prohibited from engaging in most transactions involving the Company's equity securities (including options and other derivative securities), regardless of whether or not they are participants in the 401(k) Plan. Please note that this blackout period is in addition to the regular trading blackout periods required by the Company's Securities Law Compliance Manual.

The blackout period for the 401(k) Plan is currently expected to last from June 15, 2009, until July 10, 2009. You can confirm the status of the blackout period by contacting me at (415) 427-2929 or david_jedrzejek@gap.com. We will update you if the blackout period is extended.

Generally, during the blackout period, you are prohibited from directly or indirectly purchasing, selling or otherwise transferring any Company equity security that you acquired in connection with your service as a director or executive officer. This prohibition includes the exercise of stock options. In addition, covered transactions are not limited to those involving your direct ownership, but include any transaction in which you may have a pecuniary interest (e.g., transactions by members of your immediate family who share your household, as well as by certain entities in which you have financial involvement).

The regulations do provide exceptions for a limited number of transactions. However, the rules are complex and the criminal and civil penalties that could be imposed upon directors and executive officers who violate them could be severe. Therefore, please contact me at (415) 427-2929 or david_jedrzejek@gap.com, before engaging in any transaction involving the Company's stock during the blackout period, or if you believe that a transaction in which you have a pecuniary interest may occur during the blackout period.

Thank you.

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