-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UIdbOsymmg9RLz0XHTkQ6YGJi60zqnuqWFtUm8KyKk6UunXLNxs3CXA0oWgbi06N DqAS6igDyJCL4IwKEr9g0Q== 0001275287-05-004377.txt : 20051103 0001275287-05-004377.hdr.sgml : 20051103 20051103080028 ACCESSION NUMBER: 0001275287-05-004377 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051029 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051103 DATE AS OF CHANGE: 20051103 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GYMBOREE CORP CENTRAL INDEX KEY: 0000786110 STANDARD INDUSTRIAL CLASSIFICATION: APPAREL & OTHER FINISHED PRODS OF FABRICS & SIMILAR MATERIAL [2300] IRS NUMBER: 942615258 STATE OF INCORPORATION: DE FISCAL YEAR END: 0129 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21250 FILM NUMBER: 051174910 BUSINESS ADDRESS: STREET 1: 500 HOWARD STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 415-278-7000 MAIL ADDRESS: STREET 1: 500 HOWARD STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94105 8-K 1 tg4004.txt FORM 8-K ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OCTOBER 29, 2005 ------------------------------------------------ Date of Report (Date of earliest event reported) THE GYMBOREE CORPORATION -------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 000-21250 942615258 ---------------------------- ----------- ------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File No.) Identification No.) 500 Howard Street, San Francisco, CA 94105 ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) (415) 278-7000 ---------------------------------------------------- (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On November 3, 2005, The Gymboree Corporation issued a press release announcing certain financial information for the four-week period and quarter ended October 29, 2005. A copy of the press release is furnished as Exhibit 99.1 to this current report on Form 8-K. ITEM 7.01 REGULATION FD DISCLOSURE. On November 3, 2005, The Gymboree Corporation (the "Company") issued a press release announcing the authorization of a share repurchase program. A copy of the press release is furnished as Exhibit 99.1 to this current report on Form 8-K. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) EXHIBITS. Exhibit No. Description ----------- ------------------------------------------------ 99.1 Press release of The Gymboree Corporation issued November 3, 2005. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. THE GYMBOREE CORPORATION Dated: November 3, 2005 By: /s/ BLAIR W. LAMBERT ---------------------------- Name: Blair W. Lambert Title: Chief Operating Officer and Chief Financial Officer EXHIBIT INDEX Exhibit No. Description - ----------- ------------------------------------------------------------------ 99.1 Press release of The Gymboree Corporation issued November 3, 2005. EX-99.1 2 tg4004ex991.txt EXHIBIT 99.1 Exhibit 99.1 THE GYMBOREE CORPORATION REPORTS OCTOBER AND THIRD QUARTER SALES AND ANNOUNCES SHARE REPURCHASE PROGRAM SAN FRANCISCO, Nov. 3 /PRNewswire-FirstCall/ -- The Gymboree Corporation (Nasdaq: GYMB) reported net sales from retail operations for the four-week period ended October 29, 2005 of $63.1 million, an increase of 23% compared to net sales from continuing retail operations of $51.3 million for the same four-week period last year. Comparable store sales for the four-week period increased 18% compared to a 3% increase in comparable store sales for the same period last year. Net sales from retail operations for the third fiscal quarter of 2005 were $174.5 million, an increase of 14% compared to net sales from continuing retail operations of $152.8 million for the same period last year. Comparable store sales for the third fiscal quarter increased 10% compared to the same period last year. The Company now expects earnings from continuing operations for the third fiscal quarter of 2005 to be in the range of $0.35 to $0.37 per diluted share. For the fourth fiscal quarter of 2005, the Company now expects earnings from continuing operations to be in the range of $0.37 to $0.39 per diluted share. For the full fiscal year 2005, the Company anticipates that its earnings per diluted share from continuing operations will be in the range of $0.77 to $0.81. Comparable store sales are expected to increase for the fourth quarter of fiscal 2005 in the range of low to mid single digits. Board Authorizes Share Repurchase The Company also announced that its Board of Directors has authorized the Company to utilize up to $55 million of the Company's cash reserves to purchase shares of the Company's outstanding common stock. Purchases will be made from time to time on the open market or in privately negotiated transactions. Depending on market conditions and other factors, purchases under this program may be commenced or suspended without prior notice at any time, or from time to time, through October 28, 2006. At current price levels, approximately 10% of the Company's outstanding shares could be repurchased under this program. Lisa Harper, Chairman and Chief Executive Officer, commented, "Repurchases of our common stock will provide additional value to our stockholders. The Board's action is a reflection of the Company's strong position and cash flow, which the Board believes is sufficient to support the Company strategies for continued growth of its businesses in addition to the share repurchases under this program." Management Presentations For more information about October sales, please listen to The Gymboree Corporation's monthly sales recording by calling the Company's Investor Relations Hotline at 415-278-7933. The recording will be available Thursday, November 3 at 7:55 a.m. ET through Wednesday, November 9 at 11:59 p.m. PT. About The Gymboree Corporation The Gymboree Corporation's specialty retail brands offer unique, high-quality products delivered with personalized customer service. As of October 29, 2005, the Company operated a total of 663 stores: 574 Gymboree(R) retail stores (546 in the United States and 28 in Canada), 11 Gymboree Outlet retail stores, 62 Janie and Jack(R) retail shops and 16 Janeville(R) stores in the United States. The Company also operates online stores at www.gymboree.com and www.janieandjack.com, and offers directed parent-child developmental play programs at 522 franchised and company-operated centers in the United States and 24 other countries. Forward-Looking Statements The foregoing sales figures for the four-week period and quarter ended October 29, 2005, are un-audited and subject to quarter-end and year-end adjustment, and could differ materially from the financial information indicated. The foregoing paragraphs contain forward-looking statements relating to The Gymboree Corporation's share repurchase program, anticipated sales growth and cash flows and future financial performance. These are forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Actual results could differ materially as a result of a number of factors, including customer reactions to new merchandise, service levels and new concepts, success in meeting our delivery targets, the level of our promotional activity, unanticipated costs actually incurred in connection with the wind down of our UK and Ireland operations, our gross margin achievement, our ability to appropriately manage inventory, general economic conditions, effects of future embargos from countries used to source product, and competitive market conditions. Other factors that may cause actual results to differ materially include those set forth in the reports that we file from time to time with the Securities and Exchange Commission, including our annual report on Form 10-K for the year-ended January 29, 2005. These forward-looking statements reflect The Gymboree Corporation's expectations as of October 29, 2005. The Gymboree Corporation undertakes no obligation to update the information provided herein. NOTE: Gymboree, Janie and Jack and Janeville are registered trademarks of The Gymboree Corporation. SOURCE The Gymboree Corporation -0- 11/03/2005 /CONTACT: investors, Blair W. Lambert, +1-415-278-7933, or investor_relations@gymboree.com, or media, Kimberly Kim, +1-415-278-7472, or media_relations@gymboree.com, both of The Gymboree Corporation/ /Web site: http://www.gymboree.com / - - -----END PRIVACY-ENHANCED MESSAGE-----