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

November 23, 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)

¨ 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed, on October 11, 2010, The Gymboree Corporation, a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Giraffe Holding, Inc., a Delaware corporation (“Parent”), and Giraffe Acquisition Corporation, a Delaware corporation and indirect wholly owned subsidiary of Parent (“Acquisition Sub”).

Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, Acquisition Sub agreed to accept for payment all outstanding shares of the Company’s common stock (the “Shares”) at a price of $65.40 per Share (the “Offer Price”), net to the seller in cash, without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 25, 2010, and in the related Letter of Transmittal (which, together with all amendments and supplements thereto, collectively constitute the “Offer”).

Pursuant to the terms and subject to the conditions of the Merger Agreement, Acquisition Sub was merged with and into the Company (the “Merger”) on November 23, 2010. As a result of the Offer and the Merger, the Company no longer fulfills the numerical listing requirements of The NASDAQ Stock Market LLC (“NASDAQ”). Accordingly, on November 23, 2010, the Company notified NASDAQ of its intent to remove the Shares from listing on NASDAQ and requested that NASDAQ file a delisting application with the Securities and Exchange Commission (the “SEC”) to delist and deregister the Shares. On November 23, 2010, NASDAQ filed with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 25 to delist and deregister the Shares. The Company will file with the SEC a certification on Form 15 under the Exchange Act, requesting the deregistration of the Shares and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to the Shares.

Item 3.02 Unregistered Sale of Equity Securities.

In order to complete the Merger, on November 23, 2010, pursuant to Section 2.3 of the Merger Agreement, Acquisition Sub exercised its top-up option (the “Top-Up Option”) to purchase Shares, and the Company issued 30,713,523 Shares (the “Top-Up Option Shares”) to Acquisition Sub, at a price per Share equal to the Offer Price pursuant to the Top-Up Option. Acquisition Sub paid for the Top-Up Option Shares by delivery of cash and a promissory note. The Top-Up Option Shares, when added to the number of Shares directly or indirectly owned by Parent and Acquisition Sub at the time of exercise of the Top-Up Option, represented at least one Share more than 90% of the Shares of the Shares outstanding immediately after the issuance of the Top-Up Option Shares. The Top-Up Option Shares were issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act, as a transaction by an issuer not involving a public offering.

Item 3.03 Material Modification to Rights of Security Holders.

At the effective time of the Merger (the “Effective Time”), each remaining issued and outstanding Share not tendered in the Offer (other than Shares held by the Company as treasury stock, held by a wholly owned subsidiary of the Company or held by Parent or Acquisition Sub, including as a result of the exercise of the Top-Up Option, and Shares for which appraisal rights are properly demanded and perfected in accordance with Delaware law) was, by virtue of the Merger and without any action on the part of the holders thereof, converted into the right to receive the Offer Price in cash, without interest thereon and less any required withholding taxes.

Item 5.01 Changes in Control of Registrant.

The Offer expired at 11:59 p.m., New York City time, on November 22, 2010 (the “Expiration Time”). According to Wells Fargo Bank, N.A., the depositary for the Offer, 21,566,182 Shares were validly tendered and not validly withdrawn as of the Expiration Time, representing approximately 78% of the outstanding Shares. Acquisition Sub has accepted for payment all Shares that were validly tendered and not withdrawn, and payment will be made promptly, in accordance with the terms of the Offer.

Pursuant to the terms and subject to the conditions of the Merger Agreement, the Merger occurred on November 23, 2010 in accordance with the “short-form” merger provisions available under Delaware law, which allow the completion of the Merger without a vote or meeting of stockholders of the Company. In order to accomplish the Merger, on November 22, 2010, Acquisition Sub exercised the Top-Up Option, which permitted Acquisition Sub to purchase the Top-Up Shares. In connection with the Merger, each issued and outstanding Share (other than Shares held by the Company as treasury stock, held by a wholly owned subsidiary of the Company or held by Parent or Acquisition Sub, including as a result of the exercise of the Top-Up Option, and Shares for which appraisal rights are properly demanded and perfected in accordance with Delaware law) was converted into the right to receive the Offer Price, without interest and less any required withholding taxes. Upon the Effective Time, the Company became an indirect wholly owned subsidiary of Parent.

The total amount of the consideration payable in connection with the change of control transaction was approximately $1.8 billion. The funds used to consummate the Offer and the Merger are from equity contributions by Bain Capital Fund X, L.P., proceeds received in connection with debt financing provided by third party lenders, and available cash from the Company’s balance sheet.

The description of the Merger Agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed by the Company as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on October 12, 2010, and incorporated herein by reference.

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation was amended and restated in its entirety to be identical to the certificate of incorporation of Acquisition Sub, as in effect immediately prior to the Effective Time, except that the name of the company set forth therein is The Gymboree Corporation (the “Amended and Restated Certificate of Incorporation”).

Also pursuant to the Merger Agreement, at the Effective Time, the Company’s bylaws were amended and restated in their entirety to be identical to the bylaws of Acquisition Sub, as in effect immediately prior to the Effective Time, except that the name of the company set forth therein is The Gymboree Corporation (the “Amended and Restated By-Laws”).

The material changes effected by the adoption of the new Amended and Restated Certificate of Incorporation are as follows:

• The authorized capital stock of the Company is 1,000 shares of common stock of the Company. Previously, the authorized capital stock of the Company was 100,000,000 shares of common stock, and 5,000,000 shares of preferred stock.

• The indemnification and insurance provisions were moved to the Amended and Restated Certificate of Incorporation. A provision was added to indicate that the Company will be the primary source of advancement, reimbursement and indemnification relative to any direct or indirect stockholder of the Company and that the Company shall have no right to seek contribution, indemnity or other reimbursement from any direct or indirect stockholder for any such obligations.

The material changes effected by the adoption of the new Amended and Restated By-Laws are as follows:

• Special meetings of stockholders can be called by the board of directors of the Company (the “Board”) or by signed, written demand delivered to the Company’s Secretary by the stockholders holding a majority of the shares of the Company entitled to vote at the meeting. Previously, special meetings of stockholders could be called by the chairman of the Board, a majority of the directors, the Chief Executive Officer, the President or the Secretary upon receipt of a properly written demand by one or more stockholders.

• The advance notice requirements for stockholders nominating a director or bringing other proposals at stockholder meetings were eliminated.

• The number of directors shall be one or more. Previously, the number of directors was required to be at least 6 and no more than 9.

• The board has only one class of directors. Previously, the board had three classes of directors.

• Vacancies on the Board can be filled by a majority of the directors, a sole remaining director or at a special meeting of the stockholders. Previously, vacancies could be filled by a majority of the directors, by a sole remaining director, or by the unanimous written consent of all shares entitled to vote thereon.

The foregoing descriptions of the Amended and Restated Certificate of Incorporation and Amended and Restated By-Laws of the Company do not purport to be complete and are qualified in their entirety by reference to such documents, which are filed as Exhibits 3.1 and 3.2 hereto and are incorporated by reference herein.

Item 8.01 Other Events.

On November 23, 2010, the Company and Bain Capital Partners, LLC issued a joint press release announcing that the parties to the Merger Agreement consummated the Offer and the Merger. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated by reference herein.

The description of the Merger Agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed by the Company as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on October 12, 2010, and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Exhibit
3.1	Second Amended and Restated Certificate of Incorporation of The Gymboree Corporation.
3.2	Second Amended and Restated By-Laws of The Gymboree Corporation.
99.1	Joint Press Release issued by The Gymboree Corporation and Bain Capital Partners, LLC on November 23, 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: November 23, 2010	By:	/s/ Jeffrey P. Harris
		Name: Jeffrey P. Harris
		Title:   Chief Financial Officer

Exhibit Index

Exhibit No.	Exhibit
3.1	Second Amended and Restated Certificate of Incorporation of The Gymboree Corporation.
3.2	Second Amended and Restated By-Laws of The Gymboree Corporation.
99.1	Joint Press Release issued by The Gymboree Corporation and Bain Capital Partners, LLC on November 23, 2010.

EX-3.1

Exhibit 3.1

SECOND AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

THE GYMBOREE CORPORATION

(a Delaware corporation)

*****

1. Name. The name of this corporation is: The Gymboree Corporation.

2. Registered Office. The registered office of this corporation in the State of Delaware is located at 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is Corporation Service Company.

3. Purpose. The purpose of this corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”).

4. Stock. The total number of shares of stock that this corporation shall have authority to issue is One Thousand (1,000) shares of common stock, $.001 par value per share (the “Common Stock”). Each share of Common Stock shall be entitled to one vote.

5. Change in Number of Shares Authorized. Except as otherwise provided in the provisions establishing a class of stock, the number of authorized shares of any class or series of stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of the corporation entitled to vote irrespective of the provisions of Section 242(b)(2) of the DGCL.

6. Election of Directors. The election of directors need not be by written ballot unless the by-laws shall so require.

7. Authority of Directors. In furtherance and not in limitation of the power conferred upon the board of directors of this corporation by law, the board of directors of this corporation shall have power to make, adopt, alter, amend and repeal from time to time by-laws of this corporation, subject to the right of the stockholders entitled to vote with respect thereto to alter and repeal by-laws made by the board of directors of this corporation.

8. Liability of Directors. A director of this corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that exculpation from liability is not permitted under the DGCL as in effect at the time such liability is determined. No amendment, repeal or modification of this Section 8 shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment, repeal or modification.

9. Indemnification.

(a) This corporation shall, to the fullest extent permitted from time to time under the laws of the State of Delaware, indemnify and hold harmless and upon request shall advance expenses to any person (and the heirs, executors or administrators of such person) who is or was a party or is threatened to be made a party, witness, or otherwise a participant in, any threatened, pending or completed action, suit, proceeding or claim, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was or has agreed to be a director, officer, employee or agent of this corporation or any predecessor to this corporation or while such a director, officer, employee or agent is or was serving at the request of this corporation or any predecessor to this corporation as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans (each such person, a “Covered Person”), against expenses (including attorneys’ fees and experts’ fees), judgments, damages (including punitive damages), fines, penalties and amounts paid in settlement incurred (and not otherwise recovered) in connection with the investigation, preparation to defend or otherwise participate in, or defense of such action, suit, proceeding or claim.

(b) This corporation shall advance, on a current and as-incurred basis, all expenses (including attorneys’ fees and experts’ fees) incurred by any Covered Person in defending, or otherwise participating in, any action, suit or proceeding in advance of the final disposition of such action, suit or proceeding, including all appeals. Such advances shall be (i) unsecured and interest free, (ii) made without regard to such person’s ability to repay amounts advanced, and (iii) conditioned only upon such person submitting, to the extent required by the DGCL, an unsecured written undertaking to repay amounts advanced and appropriate documentation reflecting the expenses for which advancement is sought.

(c) This corporation shall not be required to indemnify or advance expenses to any Covered Person pursuant to this Section 9 in connection with any action, suit, proceeding, claim or counterclaim initiated by or on behalf of such Covered Person unless and only to the extent (i) such action, suit, proceeding, claim or counterclaim is brought to enforce any right under this Section 9 of this Second Amended and Restated Certificate of Incorporation or (ii) the initiation of such action, suit, proceeding, claim or counterclaim by or on behalf of such Covered Person was authorized by the board of directors of this corporation.

(d) It is the intent of this corporation that, with respect to all advancement and indemnification obligations under this Section 9, the corporation shall be the primary source of advancement, reimbursement and indemnification relative to any direct or indirect shareholder of this corporation (or any affiliate of such shareholder, other than this corporation or any of its direct or indirect subsidiaries). This corporation shall have no right to seek contribution, indemnity or other reimbursement for any of its obligations under this Section 9 from any such direct or indirect shareholder of this corporation (or any affiliate of such shareholder, other than this corporation or any of its direct or indirect subsidiaries).

(e) This corporation shall have the power to purchase and maintain, at its expense, insurance on behalf of any person who is or was a director, officer, employee or agent of this corporation, or is or was serving at the request of this corporation as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, trust or other enterprise at the request of this corporation, against any expense, liability or other loss asserted or obtained against such person and incurred by such person in any such capacity, or

arising out of such person’s status as such, whether or not this corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL or the terms of this Second Amended and Restated Certificate of Incorporation.

(f) The rights of indemnification provided in this Section 9 shall neither be exclusive of, nor be deemed in limitation of, any other indemnification rights to which a Covered Person may otherwise be entitled or permitted by contract, this Second Amended and Restated Certificate of Incorporation, vote of stockholders or directors or otherwise, or as a matter of law, both as to actions in such Covered Person’s official capacity and actions in any other capacity while holding such office, and shall inure to the benefit of the heirs, executors and administrators of such Covered Person, it being the policy of this corporation that indemnification of any Covered Person shall be available to the fullest extent permitted by law. Any Covered Person seeking indemnification under this Section 9 shall be deemed to have met the standard of conduct required for such indemnification unless the contrary shall be established.

(g) No repeal or modification of this Section 9 shall apply to or adversely affect any right or protection of a Covered Person with respect to any acts or omissions of such Covered Person occurring prior to such repeal or modification.

10. Records. The books of this corporation may (subject to any statutory requirements) be kept outside the State of Delaware as may be designated by the board of directors of this corporation or in the by-laws of this corporation.

11. Meeting of Stockholders of Certain Classes. If at any time this corporation shall have a class of stock registered pursuant to the provisions of the Securities Exchange Act of 1934, as amended, for so long as such class is so registered, any action by the stockholders of such class must be taken at an annual or special meeting of stockholders and may not be taken by written consent.

12. Waiver of Certain Opportunities. To the fullest extent permitted from time to time under the laws of the State of Delaware, this corporation renounces any interest or expectancy of the corporation in, or in being offered an opportunity to participate in, business opportunities that are from time to time presented to its officers, directors or direct or indirect stockholders, other than those officers, directors or direct or indirect stockholders who are employees of the corporation. No amendment, repeal or modification of this Section 12 shall apply to or have any effect on the liability or alleged liability of any officer, director, or direct or indirect stockholder of the corporation for or with respect to any opportunities of which such officer, director, or direct or indirect stockholder becomes aware prior to such amendment, repeal or modification.

[Remainder of Page Intentionally Left Blank]

EX-3.2

Exhibit 3.2

SECOND AMENDED AND RESTATED

BY-LAWS

OF

THE GYMBOREE CORPORATION

ARTICLE I

Law, Certificate of Incorporation and By-Laws

These By-Laws are subject to the Certificate of Incorporation of the Corporation. In these By-Laws, references to law, to the Certificate of Incorporation of the Corporation and to the By-Laws mean the law, the provisions of the Certificate of Incorporation and the provisions of these By-Laws as from time to time in effect.

ARTICLE II

Stockholders

SECTION 1. Annual Meetings. The annual meeting of Stockholders for the election of Directors and the transaction of any other business that may properly come before the meeting will be held at a place designated by the Board at ten o’clock a.m. on the first Tuesday in June of each year, or at any other time and date specified by the Board in the relevant notice of meeting. If the specified date of the annual meeting is a Sunday or a legal holiday at the place in which the meeting is to be held, then the meeting will be held at the same hour on the next business day, or at such other time and date as the Board designates.

SECTION 2. Special Meetings. Special meetings of Stockholders for the transaction of such business as may properly come before the meeting may be called at any time by order of the Board or by signed, written demand delivered to the Corporation’s Secretary by the Stockholders holding together at least a majority of all the shares of the Corporation entitled to vote at the meeting, and will be held at such time and date, within or without the State of Delaware, as may be specified by such order or written demand.

SECTION 3. Place of Meetings. All meetings of Stockholders will be held at the Corporation’s principal executive offices, or at any other place specified in the relevant notice of meeting.

SECTION 4. Notice of Meetings. Except as otherwise required or permitted by applicable law, a written notice of the time, date and place of, and the means of remote communications, if any, for, each annual meeting of Stockholders, and a written notice of the time, date, place and purpose or purposes of, and the means of remote communications, if any, for, each special meeting of Stockholders, must be delivered not less than 10 nor more than 60 days prior to the meeting to each Stockholder entitled to vote thereat or entitled to notice thereof by applicable law, by the Certificate of Incorporation of the Corporation or by these By-laws. Notice of any special meeting must state in general terms the purpose or purposes for which the meeting is to be held.

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Notice of meetings may be delivered personally, by mail, by any form of electronic transmission to which the Stockholder has consented or by any other manner approved by law, by or at the direction of the Corporation’s principal executive officer or the Secretary. Mailed notices will be deemed to be delivered when deposited in the U.S. mail, postage prepaid, directed to the Stockholder at the Stockholder’s address as it appears in the records of the Corporation. Notices given in any other manner will be deemed effective when dispatched to the Stockholder’s address, email address, telephone number or other number appearing in the records of the Corporation.

Notice of any adjourned session of any meeting of Stockholders need not be given if the time, date and place of, and the means of remote communications, if any, for, the adjourned session was announced at the meeting at which the adjournment was taken; provided, however, that if the adjournment is for more than 30 calendar days, or if after the adjournment a new record date is set for the adjourned session, then notice of the adjourned session must be given in the same manner as described above for delivering notices of annual or special meetings of Stockholders.

It will be the duty of each Stockholder to notify the Corporation of his or her mailing address.

SECTION 5. Waiver of Notice of Meetings. Except where expressly prohibited by applicable law or by the Certificate of Incorporation of the Corporation, no notice of the place, date, time and purpose or purposes of any Stockholders’ meeting or any adjourned session of a Stockholders’ meeting need be given to a Stockholder if either:

(a) the Stockholder has delivered to the Corporation a written or electronically transmitted waiver of notice, executed at any time either before or after the relevant meeting or adjourned session; or

(b) the Stockholder attends the relevant meeting or adjourned session in person or by proxy without at the beginning of the relevant meeting or adjourned session objecting to the transaction of business at that meeting or adjourned session because it is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any Stockholders’ meeting or adjourned session of any Stockholders’ meeting need be specified in any written or electronically transmitted waiver of notice.

SECTION 6. Telephone Meetings. Stockholders may participate in any Stockholders’ meeting by means of a conference telephone or any similar communications equipment that enables all persons participating in the meeting to hear each other during the meeting. Participation by these means will constitute presence in person at a meeting.

SECTION 7. Stockholder Lists. The Officer who has charge of the stock ledger of the Corporation must prepare and make, at least 10 days before each Stockholders’ meeting, a complete list of the Stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each Stockholder and the number of shares registered in the name of each Stockholder. Such list will be open to the examination of any Stockholder, for any purpose germane to the meeting, during ordinary business hours of the Corporation at the Corporation’s principal executive offices for a period of at least 10 days before the given Stockholders’ meeting. This list also will be produced at the time and place of the given Stockholders’ meeting during the whole time thereof, and may be inspected by any Stockholder present.

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The stock ledger will be the only evidence as to who are the Stockholders entitled to examine the stock ledger, the list required by this section or the books of the Corporation, or to vote in person or by proxy at any Stockholders’ meeting.

SECTION 8. Quorum. Except as otherwise provided by law or the Certificate of Incorporation of the Corporation, a quorum for the transaction of business at any Stockholders’ meeting will consist of the holders of record of a majority of the issued and outstanding shares of the capital stock of the Corporation entitled to vote at the meeting, present in person or by proxy. At all Stockholders’ meetings at which a quorum is present, all matters, except as otherwise provided by law or the Certificate of Incorporation of the Corporation, will be decided by the vote of the holders of a majority of the shares entitled to vote thereat present in person or by proxy. If a quorum is present at an original meeting, then a quorum need not be present at an adjourned session of that meeting. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present.

SECTION 9. Organization. Stockholders’ meetings will be presided over by the Chairman, if any, or if none or in the Chairman’s absence the Vice-Chairman, if any, or if none or in the Vice-Chairman’s absence the Chief Executive Officer, if any, or if none or in the Chief Executive Officer’s absence the President, if any, or if none or in the President’s absence a Vice-President, or, if none of the foregoing is present, by a chairman to be chosen by the Stockholders entitled to vote who are present in person or by proxy at the meeting. The Secretary, or in the Secretary’s absence an Assistant Secretary, will act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, the presiding officer of the meeting will appoint any person present to act as secretary of the meeting.

SECTION 10. Voting; Proxies; Required Vote.

(a) At each Stockholders’ meeting, every Stockholder will be entitled to vote in person or by proxy appointed by instrument in writing, subscribed by such Stockholder or by such Stockholder’s duly authorized attorney-in-fact (but no such proxy may be voted or acted upon after three years from its date, unless the proxy provides for a longer period), and, unless the Certificate of Incorporation of the Corporation provides otherwise, will have one vote for each share of stock entitled to vote registered in the name of such Stockholder on the books of the Corporation on the applicable record date fixed pursuant to these By-Laws. At all elections of Directors the voting may, but need not be, by ballot. If a quorum is present at any Stockholders’ meeting as regards a matter, then a plurality of votes properly cast for election of any Director will elect that Director, and a majority of the votes properly cast on any matter other than an election of a Director will decide that matter, except when a greater number of affirmative votes is otherwise required by applicable law, by the Certificate of Incorporation of the Corporation or by these By-laws.

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(b) Except as otherwise required by law or the Certificate of Incorporation of the Corporation, any action required or permitted to be taken at any Stockholders’ meeting may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, is signed by the holders of record of the issued and outstanding capital stock of the Corporation having a majority of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, and the writing or writings are filed with the permanent records of the Corporation. Prompt notice of the taking of corporate action without a meeting by less than unanimous written consent must be given to those Stockholders who have not consented in writing.

SECTION 11. Inspectors. The Board, in advance of any Stockholders’ meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof. If an inspector or inspectors are not so appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the Directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, if any, before entering upon the discharge of his or her duties, must take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his or her ability. The inspectors, if any, will determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum and the validity and effect of proxies, and will receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result and do such acts as are proper to conduct the election or vote with fairness to all Stockholders. On request of the person presiding at the meeting, the inspector or inspectors, if any, will make a report in writing of any challenge, question or matter determined by such inspector or inspectors and execute a certificate of any fact found by such inspector or inspectors.

ARTICLE III

Board

SECTION 1. General Powers. The business, property and affairs of the Corporation will be managed by, or under the direction of, the Board.

SECTION 2. Qualification; Number; Term; Remuneration.

(a) Each Director must be at least 18 years of age. A Director need not be a Stockholder, a citizen of the United States or a resident of the State of Delaware. The number of Directors constituting the entire Board will be one or such larger number as may be fixed from time to time by action of the Stockholders or the Board, one of whom may be selected by the Board to be its Chairman. The use of the phrase “entire Board” in these By-Laws refers to the total number of Directors which the Corporation would have if there were no vacancies.

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(b) Directors who are elected at an annual meeting of Stockholders, and Directors who are elected in the interim to fill vacancies and newly created directorships, will hold office until the next annual meeting of Stockholders, until their successors are elected and qualified or until their earlier death, resignation, removal or disqualification.

(c) Directors may be paid their expenses, if any, of attendance at each meeting of the Board, and may be paid a fixed sum for attendance at each meeting of the Board or a stated salary as Director. No such payment will preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

SECTION 3. Quorum and Manner of Voting. Except as otherwise provided by law, a majority of the entire Board will constitute a quorum. A majority of the Directors present, whether or not a quorum is present, may adjourn a meeting from time to time to another time and place without notice. The vote of the majority of the Directors present at a meeting at which a quorum is present will be the act of the Board.

SECTION 4. Places of Meetings. Meetings of the Board may be held at any place within or without the State of Delaware, as may from time to time be fixed by resolution of the Board, or as may be specified in the notice of meeting.

SECTION 5. Annual Meeting. Following the annual meeting of Stockholders, the newly elected Board will meet for the purpose of the election of Officers and the transaction of such other business as may properly come before the meeting. Such meeting may be held without notice immediately after the annual meeting of Stockholders at the same place in which such Stockholders’ meeting is held.

SECTION 6. Regular Meetings. Regular meetings of the Board will be held at such times and places as the Board from time to time by resolution determines.

SECTION 7. Special Meetings. Special meetings of the Board will be held whenever called by the Chairman of the Board, Chief Executive Officer or President, or by a majority of the Directors then in office.

SECTION 8. Notice of Meetings. A notice of the place, date and time and the purpose or purposes of each meeting of the Board will be given to each Director by mailing the same at least two days prior to the date of the meeting, or by telegraphing or telephoning the same, or by delivering the same personally, or by any form of electronic transmission not later than one day prior to the date of the meeting.

SECTION 9. Organization. At all meetings of the Board, the Chairman, if any, or if none, or in the Chairman’s absence or inability to act, the Chief Executive Officer, if any, or if none, or in the Chief Executive Officer’s absence or inability to act, the President, or in the President’s absence or inability to act any Vice-President who is a member of the Board, or in such Vice-President’s absence or inability to act a chairman chosen by the Directors, will preside. The Secretary will act as secretary at all meetings of the Board when present, and, in the Secretary’s absence, the presiding officer may appoint any person to act as secretary.

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SECTION 10. Resignation. Any Director may resign at any time upon written notice to the Corporation and such resignation will take effect upon receipt thereof by the Chief Executive Officer, President or Secretary, unless otherwise specified in the resignation. Any or all of the Directors may be removed, with or without cause, by the holders of a majority of the shares of stock outstanding and entitled to vote for the election of directors.

SECTION 11. Vacancies. Unless otherwise provided in these By-Laws, vacancies on the Board, whether caused by resignation, death, disqualification, removal, an increase in the authorized number of Directors or otherwise, may be filled by the affirmative vote of a majority of the remaining Directors, although less than a quorum, or by a sole remaining Director, or at a special meeting of the Stockholders, by the holders of shares entitled to vote for the election of directors.

SECTION 12. Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if all Directors consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board.

SECTION 13. Participation in Meetings by Conference Telephone. Members of the Board, or any committee designated by the Board, may participate in a meeting of the Board or such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, or by any other means permitted by law. Such participation will constitute presence in person at such meeting.

SECTION 14. Interested Directors and Officers. No contract or transaction between the Corporation and one or more of its Directors or Officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of the Corporation’s Directors or Officers are directors or officers or have a financial interest, will be void or voidable solely for this reason, or solely because the Director or Officer is present at or participates in the Board or committee meeting that authorizes the contract or transaction, or solely because the vote of the relevant Director is counted for that purpose, if:

(a) the material facts as to the Director’s or Officer’s relationship or interest, and as to the contract or transaction, are disclosed or known to the Board or committee, and the Board or committee in good faith authorizes the contract or transaction by affirmative votes of a majority of the disinterested Directors, even though the disinterested Directors be less than a quorum; or

(b) the material facts as to the Director’s or Officer’s relationship or interest, and as to the contract or transaction, are disclosed or known to the Stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by requisite vote of the Stockholders; or

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(c) the contract or transaction is fair to the Corporation as of the time that it is authorized, approved or ratified by the Board, a committee or the Stockholders.

Interested Directors may be counted in determining the presence of a quorum at a meeting of the Board or of a committee that authorizes a contract or transaction with an interested Director or Officer.

ARTICLE IV

Committees

SECTION 1. Appointment. From time to time, the Board, by a resolution adopted by a majority of the entire Board, may appoint any committee or committees for any purpose or purposes, to the extent lawful, which will have such powers as are determined and specified by the Board in the resolution of appointment.

SECTION 2. Procedures, Quorum and Manner of Acting. Each committee will fix its own rules of procedure, and will meet where and as provided by such rules or by resolution of the Board. Except as otherwise provided by law, the presence of a majority of the then appointed members of a committee will constitute a quorum for the transaction of business by that committee, and, in every case in which a quorum is present, the affirmative vote of a majority of the members of the committee present will be the act of the committee. Each committee will keep minutes of its proceedings, and actions taken by a committee will be reported to the Board.

SECTION 3. Action by Written Consent. Any action required or permitted to be taken at any meeting of any committee of the Board may be taken without a meeting if all the members of the committee consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the committee.

SECTION 4. Term; Termination. In the event any person ceases to be a Director, such person will simultaneously therewith cease to be a member of any committee appointed by the Board.

ARTICLE V

Officers

SECTION 1. Election and Qualifications. The Board will elect the Officers, which will include a President and a Secretary, and may include, by election or appointment, a Chief Executive Officer, one or more Vice-Presidents (any one or more of whom may be given an additional designation of rank or function), a Treasurer and such Assistant Secretaries, such Assistant Treasurers and such other Officers as the Board may from time to time deem proper. Each Officer will have such powers and duties as may be prescribed by these By-Laws and as may be assigned by the Board, the President or the Chief Executive Officer.

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SECTION 2. Term of Office and Remuneration. The term of office of all Officers will be one year and until their respective successors have been elected and qualified, but any Officer may be removed from office, either with or without cause, at any time by the Board. Any vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the Board. The remuneration of all Officers of the Corporation may be fixed by the Board or in such other manner as the Board provides.

SECTION 3. Resignation; Removal. Any Officer may resign at any time upon written notice to the Corporation and such resignation will take effect upon receipt thereof by the Chief Executive Officer, President or Secretary, unless otherwise specified in the resignation. Any Officer will be subject to removal, with or without cause, at any time by vote of a majority of the entire Board.

SECTION 4. Chairman of the Board. The Chairman of the Board, if any, will preside at all meetings of the Board and will have such other powers and duties as may from time to time be assigned by the Board.

SECTION 5. Chief Executive Officer. The Board may designate a Chief Executive Officer. The Chief Executive Officer will have such duties as customarily pertain to that office, including the implementation of the policies of the Corporation as determined by the Board, and will have such other authority as from time to time may be assigned by the Board.

SECTION 6. President. The President will have such duties as customarily pertain to that office, including the general management and supervision of the property, business and affairs of the Corporation and will have such other authority as from time to time may be assigned by the Board.

SECTION 7. Vice-President. A Vice-President may execute and deliver in the name of the Corporation contracts and other obligations and instruments pertaining to the regular course of the duties of said office, and will have such other authority as from time to time may be assigned by the Board, the Chief Executive Officer or the President.

SECTION 8. Treasurer. The Treasurer will in general have all duties incident to the position of Treasurer and such other duties as may be assigned by the Board, the Chief Executive Officer or the President.

SECTION 9. Secretary. The Secretary will in general have all the duties incident to the office of Secretary and such other duties as may be assigned by the Board, the Chief Executive Officer or the President.

SECTION 10. Assistant Officers. Any Assistant Officer will have such powers and duties of the Officer that such Assistant Officer assists as such Officer or the Board from time to time prescribes.

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ARTICLE VI

Books and Records

SECTION 1. Location. The books and records of the Corporation may be kept at such place or places within or outside the State of Delaware as the Board or the respective Officers in charge thereof may from time to time determine. The record books containing the names and addresses of all Stockholders, the number and class of shares of stock held by each and the dates when they respectively became the owners of record thereof will be kept by the Secretary as prescribed in the By-Laws and by such Officer or agent as is designated by the Board.

SECTION 2. Fixing Date for Determination of Stockholders of Record.

(a) In order that the Corporation may determine the Stockholders entitled to notice of or to vote at any Stockholders’ meeting or any adjournment thereof, the Board may fix a record date, which record date may not be less than 10 nor more than 60 days before the date of such meeting. If no record date is fixed by the Board, the record date for determining Stockholders entitled to notice of or to vote at a Stockholders’ meeting will be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of Stockholders of record entitled to notice of or to vote at a Stockholders’ meeting will apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

(b) In order that the Corporation may determine the Stockholders entitled to consent to corporate action in writing without a meeting, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board. If no such record date has been fixed by the Board, the record date for determining Stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board is required by the DGCL, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in Delaware by hand or certified or registered mail, return receipt requested, to its principal place of business or to an Officer or an agent of the Corporation having custody of the book in which proceedings of Stockholders’ meeting are recorded. If no record date has been fixed by the Board and prior action by the Board is required by the DGCL, the record date for determining Stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board adopts the resolution taking such prior action.

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(c) In order that the Corporation may determine the Stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the Stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix a record date, which record date may not be more than 60 days prior to such action. If no record date is fixed, the record date for determining Stockholders for any such purpose will be at the close of business on the day on which the Board adopts the resolution relating thereto.

ARTICLE VII

Certificates Representing Stock

SECTION 1. Certificates; Signatures. The shares of capital stock of the Corporation will be represented by certificates; provided, however, that the Board may provide by one or more resolutions that some or all of any or all classes or series of the Corporation’s stock will be uncertificated shares. Any such resolutions will not apply to shares represented by a certificate until that certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board, each holder of stock represented by certificates, and, upon request, each holder of uncertificated shares, will be entitled to have a certificate, signed, by or in the name of the Corporation, by the Chairman or Vice-Chairman of the Board, or the President or a Vice-President of the Corporation, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the Corporation, representing the number of shares registered in certificate form. Any and all signatures on any such certificate may be facsimiles. If any Officer, or any transfer agent or registrar of the Corporation, who has signed or whose facsimile signature has been placed upon a certificate has ceased to be an Officer, or a transfer agent or registrar of the Corporation, before such certificate is issued, such certificate may be issued by the Corporation with the same effect as if the signatory were still an Officer, or a transfer agent or registrar of the Corporation, at the issuance date. The name of the holder of record of the shares represented by a certificate, along with the number of such shares and the date of issue, will be entered on the books of the Corporation.

SECTION 2. Transfers of Stock. Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, the shares of capital stock of the Corporation will be transferable on the books of the Corporation only by the holder of record thereof in person, or by duly authorized attorney, upon surrender and cancellation of certificates for a like number of shares, properly endorsed, and the payment of all taxes due thereon.

SECTION 3. Fractional Shares. The Corporation may, but will not be required to, issue fractions of shares when necessary to effect authorized transactions, or the Corporation may pay in cash the fair value of fractions of shares as of the time when those entitled to receive such fractions are determined, or the Corporation may issue scrip in registered or bearer form over the manual or facsimile signature of an Officer or of an agent of the Corporation, exchangeable as therein provided for full shares, but such scrip will not entitle the holder to any rights of a Stockholder except as therein provided.

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The Board will have power and authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates representing shares of the Corporation.

SECTION 4. Lost, Stolen or Destroyed Certificates. The Corporation may issue a new certificate in place of any certificate theretofore issued by the Corporation that is alleged to have been lost, stolen or destroyed, and the Board may require the owner of any lost, stolen or destroyed certificate, or his or her legal representative, to provide the Corporation with a bond sufficient to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of any certificate, or the issuance of any new certificate.

ARTICLE VIII

Dividends

Subject to the provisions of law and the Certificate of Incorporation of the Corporation, the Board may declare dividends upon the Corporation’s capital stock at any regular or special Board meeting out of any funds legally available for that purpose, as and when the Board deems expedient in its sole discretion.

ARTICLE IX

Ratification

Any transaction, questioned in any lawsuit on the ground of lack of authority, defective or irregular execution, adverse interest of Director, Officer or Stockholder, non-disclosure, miscomputation or the application of improper principles or practices of accounting, may be ratified before or after judgment, by the Board or by the Stockholders, and, if so ratified, will have the same force and effect as if the questioned transaction had been originally duly authorized. Such ratification will be binding upon the Corporation and its Stockholders, and will constitute a bar to any claim or execution of any judgment in respect of such questioned transaction.

ARTICLE X

Fiscal Year

The fiscal year of the Corporation will be fixed, and will be subject to change, by the Board. Unless otherwise fixed by the Board, the fiscal year of the Corporation will end on January 31^st.

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ARTICLE XI

Corporate Seal

Subject to alteration by the Board, the seal of the Corporation will consist of a flat-faced circular die with the word “Delaware” and the name of the Corporation cut or engraved thereon, together with such other words, dates or images as may be approved from time to time by the Board.

ARTICLE XII

Waiver of Notice

Whenever notice is required to be given by law, by the Certificate of Incorporation of the Corporation or by these By-Laws, a written waiver thereof, signed by the person or persons entitled to said notice, whether before or after the time stated therein, will be deemed equivalent to notice.

ARTICLE XIII

Bank Accounts, Drafts, Contracts, Etc.

SECTION 1. Bank Accounts and Drafts. In addition to such bank accounts as may be authorized by the Board, either the primary financial officer or any person designated by the primary financial officer, whether or not an employee of the Corporation, may authorize such bank accounts to be opened or maintained in the name and on behalf of the Corporation as he or she may deem necessary or appropriate, payments from such bank accounts to be made upon and according to the check of the Corporation in accordance with the written instructions of said primary financial officer, or other person so designated by the primary financial officer.

SECTION 2. Contracts. The Board may authorize any person or persons, in the name and on behalf of, the Corporation, to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.

SECTION 3. Proxies; Powers of Attorney; Other Instruments. The Chairman, the Chief Executive Officer, the President and any other person designated by any of them will have the power and authority to execute and deliver proxies, powers of attorney and other instruments on behalf of the Corporation in connection with the rights and powers incident to the ownership of stock by the Corporation. The Chairman, the Chief Executive Officer, the President and any other person authorized by proxy or power of attorney executed and delivered by any of them on behalf of the Corporation may attend and vote at any meeting of stockholders of any company in which the Corporation may hold stock, and may exercise, in the name and on behalf of the Corporation, any and all of the rights and powers incident to the ownership of such stock at any such meeting, or otherwise as specified in the proxy or power of attorney so authorizing any such person. The Board, from time to time, may confer like powers upon any other person.

SECTION 4. Financial Reports. The Board may appoint the primary financial officer or other fiscal officer and/or the Secretary or any other Officer to cause to be prepared and furnished to Stockholders entitled thereto any special financial notice and/or financial statement, as the case may be, which may be required by any provision of law.

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ARTICLE XIV

Amendments

The Board shall have power to adopt, amend or repeal By-Laws. By- Laws adopted by the Board may be repealed or changed, and new By-Laws made, by the stockholders, and the stockholders may prescribe that any By-Law made by them shall not be altered, amended or repealed by the Board.

ARTICLE XV

Definitions

Capitalized terms used and not otherwise defined in these By-Laws have the meanings provided to them below:

“Certificate of Incorporation” means the Certificate of Incorporation of the Corporation, as amended and in effect from time to time.

“Board” means the board of directors of the Corporation.

“By-Laws” means these By-Laws of the Corporation, as amended and in effect from time to time.

“Corporation” means The Gymboree Corporation.

“DGCL” means the General Corporation Law of the State of Delaware, as in effect from time to time.

“Director(s)” means one or more directors of the Board.

“Officer(s)” means one or more officers of the Corporation.

“Stockholder(s)” means one or more holders of the Corporation’s then issued and outstanding capital stock.

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EX-99.1

Exhibit 99.1

BAIN CAPITAL COMPLETES ACQUISITION OF THE GYMBOREE CORPORATION

SAN FRANCISCO and BOSTON – November 23, 2010 – The Gymboree Corporation (NASDAQ: GYMB) (“Gymboree” or the “Company”) and Bain Capital Partners, LLC (“Bain Capital”) today announced the successful completion of the acquisition of the Company by affiliates of Bain Capital for $65.40 per share in cash, or approximately $1.8 billion in the aggregate.

On October 11, 2010, the Company and Bain Capital announced that the Company and certain affiliates of Bain Capital had entered into a definitive merger agreement. Pursuant to the merger agreement, Giraffe Acquisition Corporation, a corporation controlled by Bain Capital, commenced a tender offer on October 25, 2010 to acquire all outstanding shares of the Company at a price of $65.40 per share, net to the seller in cash. The tender offer expired at 11:59 p.m., New York City time, on November 22, 2010, and the depositary has advised that, as of the expiration time, 21,566,182 Company shares had been validly tendered and not withdrawn, representing approximately 78% of the outstanding shares. All of these shares have been accepted for payment by Giraffe Acquisition Corporation.

On November 23, 2010, Giraffe Acquisition Corporation was merged with and into the Company in accordance with the merger agreement. In the merger, each Company share not previously purchased in the tender offer was converted, subject to appraisal rights, into the right to receive $65.40, net to the seller in cash. As a result of the completion of the merger, Gymboree’s common stock will cease trading on The NASDAQ Stock Market.

About The Gymboree Corporation

The Gymboree Corporation’s specialty retail brands offer unique, high-quality products delivered with personalized customer service. As of October 30, 2010, the Company operated a total of 1,049 retail stores: 636 Gymboree^® stores (595 in the United States, 37 in Canada, 2 in Australia

and 2 in Puerto Rico), 148 Gymboree Outlet stores, 122 Janie and Jack^® shops and 143 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 672 franchised and Company-operated Gymboree Play & Music^® centers in the United States and 33 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, credit products and absolute return 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 consumer and retail 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.

Forward Looking Statements

This press release may contain forward-looking statements. These forward-looking statements involve significant risks and uncertainties and are not guarantees of future performance. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Forward-looking statements include, without limitation, statements regarding the intent of any parties about future actions. Actual results may differ materially from those currently anticipated due to a number of risks and uncertainties, including risks and uncertainties relating to these matters that are discussed in the documents filed with the Securities and Exchange Commission by the Company. 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

Contacts for Bain Capital

Stanton Public Relations and Marketing

Alex Stanton

212-780-0701

astanton@stantonprm.com