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
Date
of Report (Date of earliest event reported): February 7, 2019
SIGNET
JEWELERS LIMITED
(Exact
name of registrant as specified in its charter)
Commission
File Number: 1-32349
|
Bermuda |
|
Not Applicable |
|
(State or other jurisdiction of incorporation) |
|
(IRS Employer Identification No.) |
Clarendon House
2
Church Street
Hamilton
HM11
Bermuda
(Address
of principal executive offices, including zip code)
(441)
296 5872
(Registrant's
telephone number, including area code)
(Former
name or former address, if changed since last report)
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ⃞
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ⃞
Item 7.01. Regulation FD Disclosure
On February 7, 2019, Signet Jewelers Limited issued a press release announcing that it expects to delay the announcement of its financial results for the fiscal year ended February 2, 2019, to approximately 7:00 a.m. ET on Wednesday, April 3, 2019 versus the previously announced date of March 14, 2019. A copy of this press release is furnished as Exhibit 99.1 to this report, and is incorporated herein by reference.
The information in this Current Report on Form 8-K is being furnished
pursuant to Item 7.01 Regulation FD Disclosure. In accordance with
General Instruction B.2 of Form 8-K, the information in this report
shall not be deemed “filed” for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), 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, as amended, or the Exchange Act, except as expressly stated by
specific reference in such filing.
Item 9.01. Financial Statements and Exhibits
| (d) | Exhibits |
|
Exhibit |
Description |
|
99.1 |
Press Release of Signet Jewelers Limited, dated February 7, 2019 |
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.
|
SIGNET JEWELERS LIMITED |
|||
|
Date: |
February 7, 2019 |
|
|
|
|
|
By: |
/s/ Michele Santana |
|
Name: |
Michele Santana |
||
|
Title: |
Chief Financial Officer |
||
EXHIBIT INDEX
|
Exhibit |
Description |
|
Press Release of Signet Jewelers Limited, dated February 7, 2019 |
Exhibit 99.1
Signet Jewelers Updates Timing of Fiscal 2019 Fourth Quarter Earnings Release and Conference Call
HAMILTON, Bermuda--(BUSINESS WIRE)--February 7, 2019--Signet Jewelers Limited (NYSE: SIG) today announced that it intends to announce its fourth quarter and full year Fiscal 2019 financial results at approximately 7:00 a.m. ET on Wednesday, April 3, 2019 and hold a conference call at 8:30 a.m. ET versus the previously announced date of March 14, 2019.
The change in dates is being made principally to allow sufficient time for management to complete its analysis in connection with its annual report for Fiscal 2019 of a potential non-cash impairment charge related to goodwill and indefinite-lived intangible assets for the fourth quarter of Fiscal 2019, resulting from a decline in the Company’s market capitalization during the thirteen weeks ended February 2, 2019.
Given that an impairment charge would be non-cash, the Company does not expect any such impairment charge to affect its liquidity or affect cash flows from operating activities.
Details for the April 3, 2019 conference call following announcement of fourth quarter and full year Fiscal 2019 results are below and there will be a simultaneous audio webcast available at www.signetjewelers.com.
Toll Free US Dial-in: +1 833-245-9657
International Dial-In: +1 647-689-4229
Conference ID: 5059335
About Signet and Safe Harbor Statement:
Signet Jewelers Limited is the world's largest retailer of diamond jewelry. Signet operates nearly 3,500 stores primarily under the name brands of Kay Jewelers, Zales, Jared The Galleria Of Jewelry, H.Samuel, Ernest Jones, Peoples, Piercing Pagoda, and JamesAllen.com. Further information on Signet is available at www.signetjewelers.com. See also www.kay.com, www.zales.com, www.jared.com, www.hsamuel.co.uk, www.ernestjones.co.uk, www.peoplesjewellers.com, www.pagoda.com, and www.jamesallen.com.
This release contains statements which are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements, based upon management’s beliefs and expectations as well as on assumptions made by and data currently available to management, appear in a number of places throughout this document and include statements regarding, among other things, Signet’s results of operation, financial condition, liquidity, prospects, growth, strategies and the industry in which Signet operates. The use of the words “expects,” “intends,” “anticipates,” “estimates,” “predicts,” “believes,” “should,” “potential,” “may,” “forecast,” “objective,” “plan,” or “target,” and other similar expressions are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to a number of risks and uncertainties, including, but not limited to, our ability to implement Signet's transformation initiative, the effect of US federal tax reform and adjustments relating to such impact on the completion of our quarterly and year-end financial statements, changes in interpretation or assumptions, and/or updated regulatory guidance regarding the US federal tax reform, the benefits and outsourcing of the credit portfolio sale including technology disruptions, future financial results and operating results, the impact of weather-related incidents on Signet’s business, deterioration in the performance of individual businesses or of the Company's market value relative to its book value, resulting in impairments of fixed assets or intangible assets or other adverse financial consequences, including tax consequences related thereto, especially in view of the Company’s recent market valuation, and our ability to successfully integrate Zale Corporation and R2Net’s operations and to realize synergies from the Zale and R2Net transactions, general economic conditions, potential regulatory changes or other developments following the United Kingdom’s announced intention to negotiate a formal exit from the European Union, a decline in consumer spending, the merchandising, pricing and inventory policies followed by Signet, the reputation of Signet and its banners, the level of competition in the jewelry sector, the cost and availability of diamonds, gold and other precious metals, regulations relating to customer credit, seasonality of Signet’s business, financial market risks, deterioration in customers’ financial condition, exchange rate fluctuations, changes in Signet’s credit rating, changes in consumer attitudes regarding jewelry, management of social, ethical and environmental risks, the development and maintenance of Signet’s omni-channel retailing, security breaches and other disruptions to Signet’s information technology infrastructure and databases, inadequacy in and disruptions to internal controls and systems, changes in assumptions used in making accounting estimates relating to items such as extended service plans and pensions, risks related to Signet being a Bermuda corporation, the impact of the acquisition of Zale Corporation on relationships, including with employees, suppliers, customers and competitors, and an adverse decision in legal or regulatory proceedings.
For a discussion of these and other risks and uncertainties which could cause actual results to differ materially from those expressed in any forward-looking statement, see the “Risk Factors” section of Signet’s Fiscal 2018 Annual Report on Form 10-K filed with the SEC on April 2, 2018 and quarterly reports on Form 10-Q filed with the SEC. Signet undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events or circumstances, except as required by law.
CONTACT:
Randi Abada
SVP Corporate Finance Strategy & Investor
Relations
+1 330 668 3489
randi.abada@signetjewelers.com
David Bouffard
VP Corporate Affairs
+1 330 668 5369
david.bouffard@signetjewelers.com