-----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, Q5dYs663WMGPH16S1DjrxUBFJ4J7jEG3MpQ+rEgYDCY+HuEgFgVKIs5NDsSjg4xi 2BdReXDGH2cKS7oJxvqXPA== 0001275287-05-004763.txt : 20051122 0001275287-05-004763.hdr.sgml : 20051122 20051121182023 ACCESSION NUMBER: 0001275287-05-004763 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051118 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051122 DATE AS OF CHANGE: 20051121 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: 051219298 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 gc4203.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 NOVEMBER 18, 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 File No.) (IRS Employer of Incorporation) 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 21, 2005, The Gymboree Corporation (the "Company") issued a press release announcing the impact on its previously announced financial results for the third fiscal quarter ended October 29, 2005, as a result of a charge of approximately $1.5 million after tax that will be recorded for the third fiscal quarter resulting from the Memorandum of Understanding described under Item 7.01 in this current report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by reference. The press release should be read in conjunction with the note regarding forward-looking statements, which is included in the text of the press release. The information furnished in this current report on Form 8-K, including the exhibit attached hereto, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as expressly set forth by specific reference in such filing. ITEM 7.01 REGULATION FD DISCLOSURE. As a result of mediation proceedings held on November 18, 2005, the Company entered into a binding Memorandum of Understanding dated November 18, 2005 relating to the lawsuit filed against Gymboree Operations, Inc. a wholly owned subsidiary of the Company, in the Superior Court of Riverside County, California on April 21, 2005, that alleged that Gymboree Operations failed to pay overtime wages and provide meal breaks. The Memorandum of Understanding provides for a settlement in the total amount of up to approximately $2.3 million, payable on a claims-made basis. The settlement will result in a charge of approximately $1.5 million after tax, which will be recorded in the third fiscal quarter in accordance with generally accepted accounting principles. Court hearings to review the fairness of the terms of the settlement are expected to be held in the first quarter of fiscal 2006. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) EXHIBITS. Exhibit No. Description ----------- --------------------------------------------------- 99.1 Press release of The Gymboree Corporation issued November 21, 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 21, 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 21, 2005. EX-99.1 2 gc4203ex991.txt EXHIBIT 99.1 EXHIBIT 99.1 THE GYMBOREE CORPORATION ANNOUNCES LITIGATION SETTLEMENT San Francisco, Calif., November 21, 2005 -The Gymboree Corporation (the "Company") announced that it has reached a tentative agreement to fully resolve all claims related to a previously disclosed wage and hour lawsuit filed as a class action in California Superior Court, Riverside County. The settlement is subject to final documentation and court approval. As a result of mediation proceedings held on November 18, 2005, the Company and the plaintiffs entered into a binding Memorandum of Understanding. The Memorandum of Understanding provides for a settlement in the total amount of up to approximately $2.3 million, payable on a claims-made basis. Court hearings to review the fairness of the terms of the settlement are expected to be held in the first quarter of fiscal 2006. The settlement will result in a charge of approximately $1.5 million after tax. Because the Company has not yet filed a Form 10-Q for its third quarter ended October 29, 2005, generally accepted accounting principles require that this charge be included in the results of operations for the third quarter. Net income from continuing operations for the third quarter was $11.1 million or $0.35 per diluted share after including the impact of the settlement. The Company does not expect the settlement to have a material effect on future earnings and continues to expect fourth fiscal quarter income from continuing operations to be in the range of $0.37 to $0.39 per diluted share. For the full fiscal year 2005, after reflecting the effect of this settlement, the Company now expects income from continuing operations to be in the range of $0.77 to $0.79 per diluted share. 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(R) Outlet retail stores, 62 Janie and Jack(R) retail shops and 16 Janeville(R) retail 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 financial information for the fiscal quarter-ended October 29, 2005, is 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 anticipated 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 liquidation of our UK and Ireland operations, our gross margin achievement, our ability to appropriately manage inventory, general economic conditions, effects of future embargoes 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 November 21, 2005. The Gymboree Corporation undertakes no obligation to update the information provided herein. Gymboree, Janie and Jack and Janeville are registered trademarks of The Gymboree Corporation. -----END PRIVACY-ENHANCED MESSAGE-----