DEFA14A

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

October 11, 2010

Date of Report (Date of earliest event reported)

THE GYMBOREE CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware	000-21250	94-2615258
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

500 Howard Street, San Francisco, California	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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x 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 8.01. Other Events.

On October 11, 2010, The Gymboree Corporation, a Delaware corporation (the “Company”), issued a press release announcing entry into a definitive agreement (“Merger Agreement”) with Giraffe Holding, Inc., a Delaware corporation (“Parent”), and Giraffe Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”) pursuant to which Acquisition Sub will commence a tender offer (the “Offer”) to acquire all of the outstanding shares of common stock, $0.001 par value per share, of the Company at a purchase price of $65.40 per share in cash. The Offer will be commenced by Acquisition Sub promptly after delivery by the Company to Parent of certain financial and other information required by the terms of the commitment letter issued by Parent’s financing sources. As soon as practicable after the consummation of the Offer, Acquisition Sub will merge with and into the Company (the “Merger”) and the Company will become a wholly-owned subsidiary of Parent. The Merger Agreement also provides that the Merger may be consummated regardless of whether the Offer is completed, but if the Offer is not completed, the Merger will only be able to be consummated after the stockholders of the Company have adopted the Merger Agreement at a meeting of stockholders. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On October 11, 2010, the Company sent a letter to the employees of the Company, which is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

On October 11, 2010, the Company sent a letter to its franchisees, which is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Exhibit
99.1	Press Release, issued by the Company, dated October 11, 2010
99.2	Letter to employees, dated October 11, 2010
99.3	Letter to franchisees, dated October 11, 2010

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.

	THE GYMBOREE CORPORATION
Dated: October 11, 2010	By:	/s/ Jeffrey P. Harris
		Name:	Jeffrey P. Harris
		Title:	Chief Financial Officer

Exhibit Index

Exhibit No.	Exhibit
99.1	Press Release, issued by the Company, dated October 11, 2010
99.2	Letter to employees, dated October 11, 2010
99.3	Letter to franchisees, dated October 11, 2010

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

THE GYMBOREE CORPORATION TO BE ACQUIRED BY BAIN CAPITAL

Shareholders to Receive $65.40 in Cash Per Share

Transaction Valued at $1.8 Billion

SAN FRANCISCO and BOSTON – October 11, 2010 – The Gymboree Corporation (NASDAQ: GYMB) (“Gymboree” or the “Company”) and Bain Capital Partners, LLC (“Bain Capital”) today announced that they have entered into a definitive agreement under which affiliates of Bain Capital will acquire all the outstanding stock of Gymboree for $65.40 per share, or $1.8 billion.

Under the terms of the agreement, which has been unanimously approved by Gymboree’s Board of Directors, Gymboree stockholders will receive $65.40 in cash for each outstanding share of Gymboree common stock they own, which represents a 57.4% premium to the Company’s unaffected share price on September 30, 2010, before recent market rumors of a transaction, and a 23.5% premium to Gymboree’s closing stock price on October 8, 2010, the last full trading day before today’s announcement.

“We are pleased to announce this transaction as it delivers significant value to our shareholders,” said Matthew McCauley, Chairman and Chief Executive Officer of Gymboree. “We want to thank our employees for their hard work and dedication to Gymboree. Bain Capital is a world-class asset management firm with substantial resources and investment experience in the retail industry, and we believe they will be a great partner as we go forward as a private company.”

“Gymboree is a terrific company with incredible brand strength and a large population of extremely satisfied customers,” said Jordan Hitch, a Managing Director at Bain Capital. “We look forward to working with Matthew McCauley and the company’s proven and experienced management team.”

Under the terms of the agreement, it is anticipated that affiliates of Bain Capital will commence a tender offer for all of the outstanding shares of Gymboree shortly following the execution of the agreement.

If the tender offer is successfully completed, Gymboree expects the transaction to close by year end. Completion of the transaction is subject to, among other things, the satisfaction of the minimum tender condition of at least 66% of the Company’s common shares, the receipt of the Federal Trade Commission’s approval under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976 and other customary closing conditions. In the event that the minimum tender condition is not met, and in certain other circumstances, the parties have agreed to complete the transaction through a one-step merger after receipt of shareholder approval. Bain Capital has committed financing from Credit Suisse and Morgan Stanley in an amount necessary to complete the

transaction. Under certain circumstances, Bain Capital may delay the closing date in order to complete this financing.

Under the terms of the agreement, Gymboree may solicit acquisition proposals from third parties for a period of 40 calendar days continuing through November 20, 2010. It is not anticipated that any developments will be disclosed with regard to this process unless the Company’s Board of Directors makes a decision with respect to a potential superior proposal. There are no guarantees that this process will result in a superior proposal.

Goldman, Sachs & Co. is acting as exclusive financial advisor to the Special Committee of the Board of Directors of Gymboree and Skadden, Arps, Slate, Meagher & Flom LLP is acting as its counsel. Both Goldman, Sachs & Co. and Peter J. Solomon Company provided fairness opinions to the Gymboree Special Committee and Board of Directors. Wilson Sonsini Goodrich & Rosati is acting as counsel to Gymboree. Ropes & Gray LLP is acting as Bain Capital’s legal advisor.

About The Gymboree Corporation

The Gymboree Corporation’s specialty retail brands offer unique, high-quality products delivered with personalized customer service. As of October 2, 2010, the Company operated a total of 1,037 retail stores: 635 Gymboree® stores (594 in the United States, 37 in Canada, 2 in Puerto Rico and 2 in Australia), 147 Gymboree Outlet stores, 122 Janie and Jack® shops and 133 Crazy 8® stores in the United States. The Company also operates online stores at www.gymboree.com, www.janieandjack.com and www.crazy8.com, and offers directed parent-child developmental play programs at 671 franchised and Company-operated Gymboree Play & Music® centers in the United States and 32 other countries.

About Bain Capital

Bain Capital, LLC (www.baincapital.com) is a global private investment firm that manages several pools of capital including private equity, venture capital, public equity, high-yield assets and mezzanine capital with approximately $64 billion in assets under management. Since its inception in 1984, Bain Capital has made private equity investments and add-on acquisitions in more than 300 companies in a variety of industries around the world. Bain Capital private equity investments have included such leading businesses as Toys “R” Us, Bright Horizons Family Solutions, Michaels Stores, Dollarama, Burlington Coat Factory, Dunkin’ Brands and Lilliput Kidswear. Headquartered in Boston, Bain Capital has offices in New York, Chicago, London, Munich, Hong Kong, Shanghai, Tokyo, and Mumbai.

Notice to Investors

The tender offer for the outstanding common stock of the Company referred to in this press release has not yet commenced. This press release is neither an offer to purchase nor a solicitation of an offer to sell any securities. The solicitation and the offer to buy shares of the Company common stock will be made pursuant to an offer to purchase and related materials that affiliates of Bain Capital Partners, LLC intends to file with the

Securities and Exchange Commission. At the time the offer is commenced affiliates of Bain Capital Partners, LLC will file a tender offer statement on Schedule TO with the Securities and Exchange Commission, and thereafter the Company will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully and considered before any decision is made with respect to the tender offer. These materials will be sent free of charge to all stockholders of the Company when available. In addition, all of these materials (and all other materials filed by the Company with the Securities and Exchange Commission) will be available at no charge from the Securities and Exchange Commission through its website at www.sec.gov. Free copies of the offer to purchase, the related letter of transmittal and certain other offering documents will be made available by an affiliate of Bain Capital Partners, LLC when available. Investors and security holders may also obtain free copies of the documents filed with the Securities and Exchange Commission by the Company by contacting the Company Investor Relations at 500 Howard Street, San Francisco, CA 94105, telephone number 415-278-7933 or investor_relations@gymboree.com.

Additional Information about the Merger and Where to Find It

In connection with the potential merger, the Company would file a proxy statement with the Securities and Exchange Commission. Additionally, the Company would file other relevant materials with the Securities and Exchange Commission in connection with the proposed acquisition of the Company by affiliates of Bain Capital Partners, LLC pursuant to the terms of an Agreement and Plan of Merger by and among the Company and affiliates of Bain Capital Partners, LLC. The materials to be filed by the Company with the Securities and Exchange Commission may be obtained free of charge at the Securities and Exchange Commission’s web site at www.sec.gov. Investors and stockholders also may obtain free copies of the proxy statement from the Company by contacting the Company Investor Relations at 500 Howard Street, San Francisco, CA 94105, telephone number 415-278-7933 or investor_relations@gymboree.com. Investors and security holders of the Company are urged to read the proxy statement and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed merger because they will contain important information about the merger and the parties to the merger.

The Company and its respective directors, executive officers and other members of their management and employees, under the Securities and Exchange Commission rules, may be deemed to be participants in the solicitation of proxies of the Company’s stockholders in connection with the proposed merger. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of certain of the Company’s executive officers and directors in the solicitation by reading the Company’s proxy statement for its 2010 annual meeting of stockholders and the proxy statement and other relevant materials which may be filed with the Securities and Exchange Commission in connection with the merger when and if they become available. Information concerning the interests of the Company’s participants in the solicitation, which may, in some cases, be different than those of the Company’s stockholders

generally, will be set forth in the proxy statement relating to the merger when and if it becomes available. Additional information regarding the Company’s executive officers and directors in the solicitation is available by reading the Company’s proxy statement for its 2010 annual meeting of stockholders.

Forward Looking Statements

This press release contains forward-looking statements relating to the potential acquisition of The Gymboree Corporation by affiliates of Bain Capital Partners, LLC, including the expected date of closing of the acquisition and the potential benefits of the merger. These are forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. The actual results of the acquisition could vary materially as a result of a number of factors, including: uncertainties as to how many of The Gymboree Corporation’s stockholders will tender their stock in the offer; the possibility that competing offers will be made; and the possibility that various closing conditions for the transaction may not be satisfied or waived. 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 January 30, 2010 and quarterly and current reports on Form 10-Q and 8-K. These forward-looking statements reflect The Gymboree Corporation’s expectations as of the date of this press release. The Gymboree Corporation undertakes no obligation to update the information provided herein.

Contacts for Gymboree

Investor Relations

Jeffrey P. Harris

415-278-7933

investor_relations@gymboree.com

Media Relations

Mark Mizicko

415-278-7503

media_relations@gymboree.com

Joele Frank, Wilkinson Brimmer Katcher

Judy Wilkinson / Meaghan Repko

212-355-4449

Contacts for Bain Capital

Stanton Public Relations and Marketing

Alex Stanton

212-780-0701

astanton@stantonprm.com

EX-99.2

Exhibit 99.2

To All Gymboree Employees,

I am excited to share with you some positive news for all of us in the Gymboree Family.

We have just announced that the Board of Directors has approved the sale of Gymboree to Bain Capital, a transaction that will take the Company private. Bain Capital is a highly regarded global investment company that seeks out premiere businesses that are well-positioned for long-term growth. Bain Capital’s interest in Gymboree is a compliment to you, and reflects your hard work and dedication, which has helped build Gymboree into the strong company it is today. We believe that this transaction is in the best interest of the Company, franchisees, customers and shareholders. Additionally, as a private company we will have additional flexibility as we continue the pursuit of reaching every mom in America, and moms around the world.

Bain Capital has a proven track record as an investor, and their interest in Gymboree is an endorsement of the progress that we have made together over the past several years, and a vote of confidence in the future of this company. Bain Capital shares our commitment to providing the very best in classes for early childhood development and the very best wholesome fashion for kids. They share our belief that Gymboree and our family of brands can achieve its goal of long-term worldwide growth.

We want all of you to know how much we value the work you do and how much we appreciate how your contributions have helped to make Gymboree the company it is today: a strong global brand with over $1 billion in sales and over 11,000 employees around the world.

A copy of the press release we issued this morning is attached. If your family or friends have questions regarding this announcement, please feel free to share the press release with them. I’m sure that there will be many questions, and as a management team we will do our best to provide timely answers.

We are in the early stages of this process and expect the transaction to close at the end of this year. We will update you on our progress as events warrant. In the meantime, please continue to do exactly what you have been: providing worldwide leadership in early childhood development, and bringing the best clothing for kids to every mom in America and moms around the world.

Thank you for your continued support and dedication to Gymboree.

Sincerely,

/s/ Matt McCauley

Matt McCauley

Chairman and CEO

Notice to Investors

The tender offer for the outstanding common stock of the Company referred to in this document has not yet commenced. This document is neither an offer to purchase nor a solicitation of an offer to sell any securities. The solicitation and the offer to buy shares of the Company common stock will be made pursuant to an offer to purchase and related materials that affiliates of Bain Capital Partners, LLC intends to file with the Securities and Exchange Commission. At the time the offer is commenced affiliates of Bain Capital Partners, LLC will file a tender offer statement on Schedule TO with the Securities and Exchange Commission, and thereafter the Company will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully and considered before any decision is made with respect to the tender offer. These materials will be sent free of charge to all stockholders of the Company when available. In addition, all of these materials (and all other materials filed by the Company with the Securities and Exchange Commission) will be available at no charge from the Securities and Exchange Commission through its website at www.sec.gov. Free copies of the offer to purchase, the related letter of transmittal and certain other offering documents will be made available by an affiliate of Bain Capital Partners, LLC when available. Investors and security holders may also obtain free copies of the documents filed with the Securities and Exchange Commission by the Company by contacting the Company Investor Relations at 500 Howard Street, San Francisco, CA 94105, telephone number 415-278-7933 or investor_relations@gymboree.com.

Additional Information about the Merger and Where to Find It

In connection with the potential merger, the Company would file a proxy statement with the Securities and Exchange Commission. Additionally, the Company would file other relevant materials with the Securities and Exchange Commission in connection with the proposed acquisition of the Company by affiliates of Bain Capital Partners, LLC pursuant to the terms of an Agreement and Plan of Merger by and among the Company and affiliates of Bain Capital Partners, LLC. The materials to be filed by the Company with the Securities and Exchange Commission may be obtained free of charge at the Securities and Exchange Commission’s web site at www.sec.gov. Investors and stockholders also may obtain free copies of the proxy statement from the Company by contacting the Company Investor Relations at 500 Howard Street, San Francisco, CA 94105, telephone number 415-278-7933 or investor_relations@gymboree.com. Investors and security holders of the Company are urged to read the proxy statement and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed merger because they will contain important information about the merger and the parties to the merger.

The Company and its respective directors, executive officers and other members of their management and employees, under the Securities and Exchange Commission rules, may be deemed to be participants in the solicitation of proxies of the Company’s stockholders in connection with the proposed merger. Investors and security holders may obtain more

detailed information regarding the names, affiliations and interests of certain of the Company’s executive officers and directors in the solicitation by reading the Company’s proxy statement for its 2010 annual meeting of stockholders and the proxy statement and other relevant materials which may be filed with the Securities and Exchange Commission in connection with the merger when and if they become available. Information concerning the interests of the Company’s participants in the solicitation, which may, in some cases, be different than those of the Company’s stockholders generally, will be set forth in the proxy statement relating to the merger when and if it becomes available. Additional information regarding the Company’s executive officers and directors in the solicitation is available by reading the Company’s proxy statement for its 2010 annual meeting of stockholders.

Forward Looking Statements

This document contains forward-looking statements relating to the potential acquisition of The Gymboree Corporation by affiliates of Bain Capital Partners, LLC, including the expected date of closing of the acquisition and the potential benefits of the merger. These are forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. The actual results of the acquisition could vary materially as a result of a number of factors, including: uncertainties as to how many of The Gymboree Corporation’s stockholders will tender their stock in the offer; the possibility that competing offers will be made; and the possibility that various closing conditions for the transaction may not be satisfied or waived. 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 January 30, 2010 and quarterly and current reports on Form 10-Q and 8-K. These forward-looking statements reflect The Gymboree Corporation’s expectations as of the date of this document. The Gymboree Corporation undertakes no obligation to update the information provided herein.

EX-99.3

Exhibit 99.3

Dear Gymboree Play & Music Franchisees,

Today, October 11, The Gymboree Corporation announced that the Company’s Board of Directors approved the sale of Gymboree to Bain Capital, subject to the satisfaction of certain customary closing conditions. The press release we issued is attached for your reference.

Under the proposed merger agreement, Bain Capital will purchase Gymboree, including the Gymboree retail brand, Janie & Jack, Crazy 8, Gymboree Outlet and the Gymboree Play & Music division. If the closing of the transaction proceeds according to plan, we expect the transaction to close by calendar year end.

Bain Capital is a world-class asset management firm with substantial resources and investment experience in the retail industry, and we believe they are well positioned to partner with Gymboree going forward as a private company. Bain Capital is also committed to advancing our brand and growing our global footprint to enable us to reach every mom in America and moms around the world. We believe this proposed transaction will be good for our franchisees, employees and customers.

The current franchise agreements, domestic and international, along with all related conditions and terms, will remain in effect until the close of the proposed transaction and will be assigned to the new entity as part of the acquisition.

Our vision is to reach every mom around the world. GPM is an important part of that strategy with more than 650 locations in 33 different countries. Since 1976, Gymboree Play & Music has been supporting new families with age appropriate activities and experiences that help strengthen not only family and community ties but provide the foundation for lifelong learning. We expect GPM to remain at the forefront of parent/child programming in the years ahead and are committed to supporting the position of global leaders.

We are pleased to announce this proposed transaction and believe it is in the best interest of our company, franchisees, team members, customers and shareholders. We will continue to communicate with you during this process to provide updates on timing and relevant developments. In the meantime, if you have any questions, please contact Jill Johnston.

With best wishes for continued success as we look forward to our 35^th year,

Sincerely,

/s/ Matt McCauley

Matt McCauley

Chairman and CEO

Notice to Investors

The tender offer for the outstanding common stock of the Company referred to in this document has not yet commenced. This document is neither an offer to purchase nor a solicitation of an offer to sell any securities. The solicitation and the offer to buy shares of the Company common stock will be made pursuant to an offer to purchase and related materials that affiliates of Bain Capital Partners, LLC intends to file with the Securities and Exchange Commission. At the time the offer is commenced affiliates of Bain Capital Partners, LLC will file a tender offer statement on Schedule TO with the Securities and Exchange Commission, and thereafter the Company will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully and considered before any decision is made with respect to the tender offer. These materials will be sent free of charge to all stockholders of the Company when available. In addition, all of these materials (and all other materials filed by the Company with the Securities and Exchange Commission) will be available at no charge from the Securities and Exchange Commission through its website at www.sec.gov. Free copies of the offer to purchase, the related letter of transmittal and certain other offering documents will be made available by an affiliate of Bain Capital Partners, LLC when available. Investors and security holders may also obtain free copies of the documents filed with the Securities and Exchange Commission by the Company by contacting the Company Investor Relations at 500 Howard Street, San Francisco, CA 94105, telephone number 415-278-7933 or investor_relations@gymboree.com.

Additional Information about the Merger and Where to Find It

In connection with the potential merger, the Company would file a proxy statement with the Securities and Exchange Commission. Additionally, the Company would file other relevant materials with the Securities and Exchange Commission in connection with the proposed acquisition of the Company by affiliates of Bain Capital Partners, LLC pursuant to the terms of an Agreement and Plan of Merger by and among the Company and affiliates of Bain Capital Partners, LLC. The materials to be filed by the Company with the Securities and Exchange Commission may be obtained free of charge at the Securities and Exchange Commission’s web site at www.sec.gov. Investors and stockholders also may obtain free copies of the proxy statement from the Company by contacting the Company Investor Relations at 500 Howard Street, San Francisco, CA 94105, telephone number 415-278-7933 or investor_relations@gymboree.com. Investors and security holders of the Company are urged to read the proxy statement and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed merger because they will contain important information about the merger and the parties to the merger.

The Company and its respective directors, executive officers and other members of their management and employees, under the Securities and Exchange Commission rules, may be deemed to be participants in the solicitation of proxies of the Company’s stockholders in connection with the proposed merger.

Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of certain of the Company’s executive officers and directors in the solicitation by reading the Company’s proxy statement for its 2010 annual meeting of stockholders and the proxy statement and other relevant materials which may be filed with the Securities and Exchange Commission in connection with the merger when and if they become available. Information concerning the interests of the Company’s participants in the solicitation, which may, in some cases, be different than those of the Company’s stockholders generally, will be set forth in the proxy statement relating to the merger when and if it becomes available. Additional information regarding the Company’s executive officers and directors in the solicitation is available by reading the Company’s proxy statement for its 2010 annual meeting of stockholders.

Forward Looking Statements

This document contains forward-looking statements relating to the potential acquisition of The Gymboree Corporation by affiliates of Bain Capital Partners, LLC, including the expected date of closing of the acquisition and the potential benefits of the merger. These are forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. The actual results of the acquisition could vary materially as a result of a number of factors, including: uncertainties as to how many of The Gymboree Corporation’s stockholders will tender their stock in the offer; the possibility that competing offers will be made; and the possibility that various closing conditions for the transaction may not be satisfied or waived. 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 January 30, 2010 and quarterly and current reports on Form 10-Q and 8-K. These forward-looking statements reflect The Gymboree Corporation’s expectations as of the date of this document. The Gymboree Corporation undertakes no obligation to update the information provided herein.