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

July 30, 2007

Date of Report (Date of earliest event reported)

THE GYMBOREE CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	000-21250	942615258
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)

500 Howard Street, San Francisco, CA	94105
(Address of principal executive offices)	(Zip Code)

(415) 278-7000

(Registrant’s telephone number, including area code)

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 communication 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 1.01 Entry into a Material Definitive Agreement.

On July 31, 2007, The Gymboree Corporation, a Delaware corporation (the “Company”), entered into an Eighth Amendment to Credit Agreement (the “Eighth Amendment”), dated as of July 31, 2007, by and between the Company and certain of its subsidiaries and the Bank of America, N.A. The Eighth Amendment amends certain terms of the Credit Agreement dated as of August 11, 2003, as previously amended, to (1) revise the definition of Consolidated Asset Coverage Ratio and (2) permit the Company to purchase, redeem or otherwise acquire shares of its capital stock for cash in an aggregate amount of up to $150,000,000 under certain circumstances, an increase from $100,000,000, as permitted under the terms of the Sixth Amendment to Credit Agreement, dated, April 24, 2007.

The foregoing summary of the Eighth Amendment is qualified in its entirety by the terms of the Eighth Amendment, which is filed with this report as Exhibit 10.84 and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On July 30, 2007, The Gymboree Corporation (the “Company”) issued a press release announcing the completion of its previously authorized share repurchase program and the authorization of a new share repurchase program. The press release also updated the Company’s expected earnings per diluted share for the second fiscal quarter ending August 4, 2007. A copy of the press release is furnished as Exhibit 99.1 to this current report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.84	Eighth Amendment to Credit Agreement, dated July 31, 2007
99.1	Press release of The Gymboree Corporation issued July 30, 2007.

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 GYMBOREE CORPORATION
Dated: August 2, 2007	By:	/s/ BLAIR W. LAMBERT
	Name:	Blair W. Lambert
	Title:	Chief Operating Officer and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
10.84	Eighth Amendment to Credit Agreement, dated July 31, 2007
99.1	Press release of The Gymboree Corporation issued July 30, 2007.

EX-10.84

EXHIBIT 10.84

EXECUTION VERSION

EIGHTH AMENDMENT TO CREDIT AGREEMENT

This EIGHTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of July 31, 2007, is entered into by and among THE GYMBOREE CORPORATION, a Delaware corporation (the “Company”), each other Borrower named in the signature pages hereof (together with the Company, each a “Borrower” and, collectively, the “Borrowers”), and BANK OF AMERICA, N.A. (the “Lender”).

RECITALS

A. The Borrowers and the Lender are parties to a Credit Agreement, dated as of August 11, 2003 as amended by (i) that certain Waiver and First Amendment to Credit Agreement dated as of December 6, 2004, (ii) that certain Second Amendment to Credit Agreement dated as of July 25, 2005, (iii) that certain Third Amendment to Credit Agreement dated as of March 30, 2006, (iv) that certain Fourth Amendment to Credit Agreement dated as of July 5, 2006, (v) that certain Fifth Amendment to Credit Agreement dated as of February 7, 2007, (vi) that certain Sixth Amendment to Credit Agreement dated as of April 24, 2007, and (vii) that certain Seventh Amendment to Credit Agreement dated as of June 12, 2007 (collectively, and as the same may be further amended, restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), pursuant to which the Lender has extended certain credit facilities to the Borrowers.

B. The Borrowers have requested that the Lender agree to certain amendments to the Credit Agreement, and the Lender has agreed to such request, subject to the terms and conditions of this Amendment.

NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Defined Terms. Unless otherwise defined herein, capitalized terms used herein shall have the meanings, if any, assigned to such terms in the Credit Agreement (as amended hereby). As used herein, “Amendment Documents” means this Amendment, the Credit Agreement (as amended by this Amendment), and each certificate and other document executed and delivered by the Borrowers pursuant to Section 5 hereof.

2. Interpretation. The rules of interpretation set forth in Sections 1.02, 1.03, 1.04, 1.05, and 1.06 of the Credit Agreement shall be applicable to this Amendment and are incorporated herein by this reference.

3. Amendments to Credit Agreement. Subject to the terms and conditions hereof, and with effect from and after the Effective Date, the Credit Agreement shall be amended as follows:

(a) Section 1.01 of the Credit Agreement shall be amended by amending and restating the definition “Consolidated Asset Coverage Ratio” to read as follows:

“Consolidated Asset Coverage Ratio” means, as of any date of determination, in respect of the Company and it Subsidiaries on a consolidated basis, the ratio of (a) the sum of cash, marketable securities, trade accounts receivable arising in the ordinary course of business, and inventory as of that date determined in accordance with GAAP, consistently applied, to (b) as of that date, the sum of current liabilities determined in accordance with GAAP, consistently applied, plus, without duplication, all Outstanding Amounts other than contingent L/C Obligations.

(b) Section 7.06(e) of the Credit Agreement shall be amended by amending and restating such subsection to read in its entirety as follows:

“(e) the Company may purchase, redeem or otherwise acquire shares of its capital stock for cash, in an aggregate amount not to exceed, (i) for all such purchases, redemptions and other acquisitions together occurring from and after the Second Amendment Date until the Fifth Amendment Date, the amount of $110,000,000, and (ii) for all such purchases, redemptions and other acquisitions together occurring from and after the Fifth Amendment Date, the amount of $150,000,000; provided, in each case that after giving effect to such proposed action, no Default would exist.”

4. Representations and Warranties. Each Borrower hereby represents and warrants to the Lender as follows:

(a) No Default has occurred and is continuing (or would result from the amendment to the Credit Agreement contemplated hereby).

(b) The execution, delivery and performance by the Borrowers of this Amendment have been duly authorized by all necessary corporate and other action and do not and will not require any registration with, consent or approval of, or notice to or action by, any Person (including any Governmental Authority) in order to be effective and enforceable.

(c) The Amendment Documents constitute the legal, valid and binding obligations of the Borrowers party thereto, enforceable against each such Borrower in accordance with their respective terms, without defense, counterclaim or offset.

(d) All representations and warranties of the Borrowers contained in Article V of the Credit Agreement are true and correct on and as of the Effective Date, except to the extent that any such representation and warranty specifically relates to an earlier date, in which case they are true and correct as of such earlier date.

(e) Each Borrower is entering into this Amendment on the basis of its own investigation and for its own reasons, without reliance upon the Lender or any other Person.

(f) There has occurred since February 3, 2007 no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect.

(g) The Obligations of each Borrower under the Credit Agreement and each other Loan Document are not subject to any defense, counterclaim, set-off, right of recoupment, abatement or other claim.

5. Effective Date. 1) This Amendment will become effective when each of the conditions precedent set forth in this Section 5 has been satisfied (the “Effective Date”):

(i) The Lender shall have received from each Borrower a duly executed original (or, if elected by the Lender, an executed facsimile copy) counterpart to this Amendment.

(ii) The Lender shall have received from the Company a certificate signed by the assistant secretary of each Borrower, dated the Effective Date, in form and substance satisfactory to the Lender, and certifying evidence of the authorization of the execution, delivery and performance by each Borrower of the Amendment Documents to which it is party.

(iii) The Lender shall have received, in form and substance satisfactory to it, such additional approvals, consents, opinions, documents and other information as the Lender shall request.

(b) From and after the Effective Date, the Credit Agreement is amended as set forth, herein. Except as expressly amended pursuant hereto, the Credit Agreement shall remain unchanged and in full force and effect and is hereby ratified and confirmed in all respects.

6. Reservation of Rights. Each Borrower acknowledges and agrees that neither the execution nor the delivery by the Lender of this Amendment shall (a) be deemed to create a course of dealing or otherwise obligate the Lender to execute similar amendments under the same or similar circumstances in the future or (b) be deemed to create any implied waiver of any right or remedy of the Lender with respect to any term or provision of any Loan Document (including any term or provision relating to the occurrence of a Material Adverse Effect).

7. Miscellaneous.

(a) Except as herein expressly amended, all terms, covenants and provisions of the Credit Agreement are and shall remain in full force and effect and all references therein to such Credit Agreement shall henceforth refer to the Credit Agreement as amended by this Amendment. This Amendment shall be deemed incorporated into, and a part of, the Credit Agreement.

(b) This Amendment shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns. No third party beneficiaries are intended in connection with this Amendment.

(c) THIS AMENDMENT IS SUBJECT TO THE PROVISIONS OF SECTIONS 9.19, 9.20 and 9.23 OF THE CREDIT AGREEMENT RELATING TO GOVERNING LAW, VENUE, WAIVER OF RIGHT TO TRIAL BY WRY AND JUDICIAL REFERENCE, THE PROVISIONS OF WHICH ARE BY THIS REFERENCE INCORPORATED HEREIN IN FULL.

(d) This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Each of the parties hereto understands and agrees that this document (and any other document required herein) may be delivered by any party hereto or thereto either in the form of an executed original or an executed original sent by facsimile transmission to be followed promptly by mailing of a hard copy original, and the receipt by the Lender of a facsimile transmitted document purportedly bearing the signature of a Borrower shall bind such Borrower with the same force and effect as the delivery of a hard copy original. Any failure by the Lender to receive the hard copy executed original of such document shall not diminish the binding effect of receipt of the facsimile transmitted executed original of such document of the party whose hard copy page was not received by the Lender.

(e) This Amendment, together with the Credit Agreement, contains the entire and exclusive agreement of the parties hereto with reference to the matters discussed herein and therein. This Amendment supersedes all prior drafts and communications with respect thereto. This Amendment may not be amended except in accordance with the provisions of Section 9.01 of the Credit Agreement.

(f) If any term or provision of this Amendment shall be deemed prohibited by or invalid under any applicable law, such provision shall be invalidated without affecting the remaining provisions of this Amendment or the Credit Agreement, respectively.

(g) Each Borrower covenants to pay to or reimburse the Lender, upon demand, for all costs and expenses (including Attorney Costs and the non-duplicative allocated costs of in-house counsel) incurred in connection with the development, preparation, negotiation, execution and delivery of this Amendment.

(h) This Amendment shall constitute a “Loan Document” under and as defined in the Credit Agreement.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

THE GYMBOREE CORPORATION,
as a Borrower
By:	/s/ BLAIR W. LAMBERT
Name:	Blair W. Lambert
Title:	COO - CFO
GYMBOREE MANUFACTURING, INC.,
as a Borrower
By:	/s/ BLAIR W. LAMBERT
Name:	Blair W. Lambert
Title:	COO - CFO
GYM-MARK, INC.,
as a Borrower
By:	/s/ BLAIR W. LAMBERT
Name:	Blair W. Lambert
Title:	COO - CFO

Signature Page One to Eight Amendment to Credit Agreement

GYMBOREE RETAIL STORES, INC.,
as a Borrower
By:	/s/ BLAIR W. LAMBERT
Name:	Blair W. Lambert
Title:	COO - CFO
THE GYMBOREE STORES, INC.,
as a Borrower
By:	/s/ BLAIR W. LAMBERT
Name:	Blair W. Lambert
Title:	COO - CFO
GYMBOREE LOGISTICS PARTNERSHIP,
as a Borrower
By:	GYMBOREE RETAIL STORES, INC.
	as General Partner
By:	/s/ BLAIR W. LAMBERT
Name:	Blair W. Lambert
Title:	COO - CFO
GYMBOREE PLAY PROGRAMS, INC.,
as a Borrower
By:	/s/ BLAIR W. LAMBERT
Name:	Blair W. Lambert
Title:	COO - CFO

Signature Page Two to Eight Amendment to Credit Agreement

GYMBOREE OPERATIONS, INC.,
as a Borrower
By:	/s/ BLAIR W. LAMBERT
Name:	Blair W. Lambert
Title:	COO - CFO
GYMBOREE, INC. (CANADA),
as a Borrower
By:	/s/ BLAIR W. LAMBERT
Name:	Blair W. Lambert
Title:	COO - CFO
LENDER
BANK OF AMERICA, N.A., as the Lender
By:	/s/ MAILE DOUGLAS
Name:	Maile Douglas
Title:	Vice President

Signature Page Three to Eight Amendment to Credit Agreement

EX-99.1

EXHIBIT 99.1

Investor Relations contact:

Jeffrey P. Harris

Tel: 415-278-7933

investor_relations@gymboree.com

Media Relations contact:

Jamie Falkowski

Tel: 415-278-7472

media_relations@gymboree.com

The Gymboree Corporation Announces New Share

Repurchase Program; Updates Earnings Guidance

San Francisco, Calif., July 30, 2007 – The Gymboree Corporation (NASDAQ: GYMB) announced that the Company has completed the repurchase of $50 million (approximately 1.25 million shares) of the Company’s outstanding common stock under its share repurchase program authorized by the Board of Directors in April 2007. The Company’s Board of Directors has authorized the Company to utilize an additional $50 million of the Company’s cash reserves and/or cash borrowings to purchase shares of the Company’s outstanding common stock under a new share repurchase program. Purchases under the new share repurchase program will be made from time to time on the open market or in privately negotiated transactions, consistent with the previously authorized plan. Depending on market conditions and other factors, purchases under this program may be commenced or suspended without prior notice at any time, or from time to time, through July 31, 2008.

The Company also announced that it now expects earnings per diluted share for the second fiscal quarter ended August 4, 2007, to be in the range of $0.13 to $0.15 per diluted share. The Company continues to expect a low- to mid-single digit increase in same-store sales for the second fiscal quarter.

“We are continuing to see the benefit of our strategic merchandising, sourcing, marketing and expense control initiatives,” said Matthew McCauley, Chairman and Chief Executive Officer. “Given the continued success of these initiatives and the recent sell-off in the equity markets, I am happy that the Board of Directors has agreed to increase our share repurchase program in an effort to enhance shareholder value.”

About The Gymboree Corporation

The Gymboree Corporation’s specialty retail brands offer unique, high-quality products delivered with personalized customer service. As of July 7, 2007, the Company operated a total of 735 retail stores: 585 Gymboree® stores (555 in the United States and 30 in Canada), 68 Gymboree Outlet stores and 82 Janie and Jack® shops in the United States. The Company also operates online stores at www.gymboree.com and www.janieandjack.com, and offers directed parent-child developmental play programs at 544 franchised and Company-operated centers in the United States and 31 other countries.

Forward-Looking Statements

The foregoing financial information for the second fiscal quarter ended August 4, 2007, is unaudited and subject to quarter-end and year-end adjustment. The foregoing paragraphs contain forward-looking statements relating to The Gymboree Corporation’s share repurchase program and future financial performance. These are forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Actual results could vary materially as a result of a number of factors, including the price of our stock and stock market conditions as well as other factors which may affect our future financial performance including customer reactions to new merchandise, service levels and new concepts, success in meeting our delivery targets, the level of our promotional activity, our gross margin achievement, our ability to appropriately manage inventory, general economic conditions, effects of future embargos from countries used to source product, and competitive market conditions. Other factors that may cause actual results to differ materially include those set forth in the reports that we file from time to time with the Securities and Exchange Commission, including our annual report on Form 10-K for the year-ended February 3, 2007. These forward-looking statements reflect The Gymboree Corporation’s expectations as of July 30, 2007. The Gymboree Corporation undertakes no obligation to update the information provided herein.

Gymboree and Janie and Jack are registered trademarks of The Gymboree Corporation.

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