0001181431-12-055403.txt : 20121024 0001181431-12-055403.hdr.sgml : 20121024 20121024112955 ACCESSION NUMBER: 0001181431-12-055403 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20121024 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20121024 DATE AS OF CHANGE: 20121024 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SIGNET JEWELERS LTD CENTRAL INDEX KEY: 0000832988 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-JEWELRY STORES [5944] IRS NUMBER: 000000000 FISCAL YEAR END: 0129 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32349 FILM NUMBER: 121157853 BUSINESS ADDRESS: STREET 1: CLARENDON HOUSE STREET 2: 2 CHURCH STREET CITY: HAMILTON STATE: D0 ZIP: HM11 BUSINESS PHONE: 44-207-317-9700 MAIL ADDRESS: STREET 1: C/O 15 GOLDEN SQUARE CITY: LONDON STATE: X0 ZIP: W1F9JG FORMER COMPANY: FORMER CONFORMED NAME: SIGNET GROUP PLC DATE OF NAME CHANGE: 19931213 FORMER COMPANY: FORMER CONFORMED NAME: RATNERS GROUP PLC DATE OF NAME CHANGE: 19931213 8-K 1 rrd358701.htm Prepared By R.R. Donnelley Financial -- 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
 
Date of Report (Date of earliest event reported):  10/24/2012
 
SIGNET JEWELERS LIMITED
(Exact name of registrant as specified in its charter)
 
Commission File Number:  1-32349
 
Bermuda
  
(State or other jurisdiction of
  
(IRS Employer
incorporation)
  
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))
 

 
Item 7.01.    Regulation FD Disclosure
 
On October 24, 2012, Signet Jewelers Limited issued a press release announcing a definitive agreement to acquire Ultra Stores, Inc.. A copy of the press release is being furnished as Exhibit 99.1 and is incorporated herein by reference.

The information set forth in Exhibit 99.1 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.

 

 

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: October 24, 2012
     
By:
 
/s/    Mark A Jenkins
               
Mark A Jenkins
               
Signet Company Secretary & Chief Legal Officer
 
 

 

EXHIBIT INDEX
 
Exhibit No.
  
Description
EX-99.1
  
Press Release of Signet Jewelers Limited, dated October 24, 2012
EX-99 2 rrd358701_38631.htm PRESS RELEASE OF SIGNET JEWELERS LIMITED, DATED OCTOBER 24, 2012 Signet Jewelers Ltd

Signet Jewelers Ltd. TO ACQUIRE ULTRA STORES, Inc.

HAMILTON, Bermuda, October 24, 2012 - Signet Jewelers Ltd. (NYSE and LSE: SIG), the largest specialty retail jeweler in the US and UK, announced that it has signed a definitive agreement to acquire Ultra Stores, Inc. from Crystal Financial LLC. and its other stockholders for approximately $57 million in cash. Signet will not assume any debt in connection with the acquisition. Founded in 1991, Ultra Stores is a leading jewelry retailer operating primarily in outlet centers, as well as licensed jewelry departments.

"The addition of Ultra will immediately result in our having a significant share of the outlet channel for jewelry," said Michael W. Barnes, Chief Executive Officer of Signet Jewelers. "We had identified this rapidly growing channel as an opportunity to profitably increase our sales, enabling us to leverage our competitive strengths and add Ultra's expertise to our team. We believe that the resulting synergies will create a terrific win for our customers and investors."

Ultra Stores' President & Chief Executive Officer Daniel Marks added, "We look forward to joining Signet and combining our expertise in the jewelry outlet channel with the market leader in the specialty retail jewelry segment".

Contact: James Grant

VP - Investor Relations

Signet Jewelers Limited

1-330-668-5412

jamesgrant@jewels.com

About Signet Jewelers and Safe Harbor Statement

Signet Jewelers is the largest specialty retail jeweler in the US and UK. Signet's US division operates over 1,300 stores in all 50 states primarily under the name brands of Kay Jewelers and Jared The Galleria of Jewelry. Signet's UK division operates approximately 500 stores primarily under the name brands of H. Samuel and Ernest Jones.

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 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 word "expected" 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 general economic conditions, the merchandising, pricing and inventory policies followed by Signet, the reputation of Signet and its brands, the level of competition in the jewelry sector, the cost and availability of diamonds, gold and other precious metals, regulations relating to consumer credit, seasonality of Signet's business, financial market risks, deterioration in consumers' financial condition, exchange rate fluctuations, changes in consumer attitudes regarding jewelry, management of social, ethical and environmental risks, 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, and risks relating to Signet being a Bermuda corporation.

For a discussion of these and other risks and uncertainties which could cause actual results to differ materially, see the "Risk Factors" section of Signet's Fiscal 2012 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on March 22, 2012. Actual results may differ materially from those anticipated in such forward-looking statements. Signet undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events or circumstances, except as required by law.