-----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, Aj5N2k3WpgD118XEMLMAZlj0yaTDyf+7Nk4gsrHWzfOx7r5spDjoqg+2NIS5TcVp 7A9ZJ+4YSjbkHWdgELDBdw== 0000919012-07-000008.txt : 20070206 0000919012-07-000008.hdr.sgml : 20070206 20070206151622 ACCESSION NUMBER: 0000919012-07-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070205 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070206 DATE AS OF CHANGE: 20070206 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN EAGLE OUTFITTERS INC CENTRAL INDEX KEY: 0000919012 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FAMILY CLOTHING STORES [5651] IRS NUMBER: 132721761 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23760 FILM NUMBER: 07584210 BUSINESS ADDRESS: STREET 1: 150 THORN HILL DR STREET 2: PO BOX 788 CITY: WARRENDALE STATE: PA ZIP: 15086 BUSINESS PHONE: 4127764857 MAIL ADDRESS: STREET 1: 150 THORN HILL DRIVE STREET 2: P O BOX 788 CITY: WARRENDALE STATE: PA ZIP: 15086 8-K 1 aeo8knyse.htm FORM 8-K American Eagle Outfitters, Inc. 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)

 

February 5, 2007 


 

AMERICAN EAGLE OUTFITTERS, INC.  

(Exact name of registrant as specified in its charter)

 


 

         
Delaware
 
0-23760
 
13-2721761
(State of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)

 

     

150 Thorn Hill Drive
Warrendale, Pennsylvania

 
15086-7528
(Address of principal executive offices)
 
(Zip Code)

 

(724) 776-4857

(Registrant's telephone number, including area code)

 

N/A

(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 (see General Instruction A.2. below):

 

[   ] 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. 
On February 5, 2007, an officer of American Eagle Outfitters, Inc. (the "Company"), pursuant to authorization received from the Company's Board of Directors, informed the NASDAQ Stock Market that the Company intends to transfer its listing to the New York Stock Exchange ("NYSE") and requested that the NASDAQ Stock Market cease trading of the Company's common stock, $0.01 par value per share (the "Common Stock"), effective at the close of the market on March 7, 2007.   
 ITEM 7.01. Regulation FD
On February 6, 2007, the Company issued a press release announcing that it plans to list its Common Stock on the NYSE under the symbol "AEO."  A copy of this press release is attached hereto as exhibit 99.1.
 ITEM 9.01. Financial Statements and Exhibits
(c) Exhibits
   
Exhibit No. Description
99.1 Press Release dated February 6, 2007 announcing American Eagle Outfitters plans NYSE Listing 
 

 

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.

    AMERICAN EAGLE OUTFITTERS, INC.
    (Registrant)
Date: February 6, 2007    By:  

/s/ Neil Bulman, Jr.

        Neil Bulman, Jr.
     

Vice President, General Counsel and Secretary



EXHIBIT INDEX

 


Exhibit
Number

 

Description


99.1   Press Release dated February 6, 2007 announcing American Eagle Outfitters plans NYSE Listing 
* Such Exhibit is being "furnished" (not filed) pursuant to Item 7.01 of the Current Report on Form 8-K.

EX-99.1 CHARTER 2 nyse8kexhibit.htm EXHIBIT 99.1

NEWS RELEASE

American Eagle Outfitters Plans NYSE Listing

New Stock Symbol to be "AEO"

Warrendale, PA, February 6, 2007 - American Eagle Outfitters, Inc. (NASDAQ: AEOS) today announced that it has been cleared to file an application to list its common stock on the New York Stock Exchange (NYSE). The company anticipates that, subject to New York Stock Exchange approval, its common stock will begin trading on the NYSE under the symbol "AEO" on March 8, 2007. Until that time, American Eagle's shares will continue to trade on the NASDAQ Global Select Market under the symbol "AEOS."

Jim O'Donnell, Chief Executive Officer of American Eagle Outfitters, commented, "Our transfer to the New York Stock Exchange is an important milestone for our company and highlights the outstanding growth and profitability we have experienced over the past several years. As we look ahead, we are excited about our new relationship with the NYSE. We remain focused on creating shareholder value by expanding our brand portfolio, while continuing to drive strong profitability. We would like to thank the NASDAQ for their service and support over the years."

"American Eagle Outfitters' transfer to the NYSE reinforces the company's position as a recognized leader in the lifestyle brands sector," said NYSE Group, Inc. CEO John A. Thain. "We look forward to a strong relationship with American Eagle Outfitters and to providing the company with the highest market quality, unsurpassed brand visibility and unparalleled services that issuers have come to expect from the NYSE."

About American Eagle Outfitters:

American Eagle Outfitters, Inc. (Nasdaq: AEOS) is a leading retailer that operates under the American Eagle Outfitters and MARTIN + OSA brands.

American Eagle Outfitters designs, markets and sells its own brand of laidback, current clothing targeting 15 to 25 year-olds, providing high-quality merchandise at affordable prices. AE's original collection includes standards like jeans and graphic Ts as well as essentials like accessories, outerwear, footwear, basics and swimwear. American Eagle currently operates 834 stores in 50 states, the District of Columbia and Puerto Rico, and 72 AE stores in Canada. American Eagle also operates ae.com, which offers additional sizes and styles of favorite AE merchandise and ships around the world. The American Eagle brand also includes a new collection of dormwear and intimates, "aerie by American Eagle." aerie is available in American Eagle stores across the country and at aerie.com. It includes bras, undies, camis, hoodies, robes, boxers, sweats and leggings for the AE girl. Designed to be sweetly sexy, comfortable and cozy, aerie offers AE customers a new way to express their personal style everyday, from the dormroom to the coffee shop to the classroom.

The company introduced MARTIN + OSA, a new sportswear concept targeting 25 to 40 year-old women and men. MARTIN + OSA carries apparel, accessories and footwear, using denim and sport inspiration to design fun and sport back into sportswear. MARTIN + OSA currently operates five stores. For additional information and updates, visit martinandosa.com.

* * * * *

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: This release contains forward-looking statements, which represent our expectations or beliefs concerning future events, specifically regarding the Company's intention to list its stock on the NYSE and future growth and profitability.  All forward-looking statements made by the Company involve material risks and uncertainties and are subject to change based on factors beyond the Company's control.  Such factors include, but are not limited to the risk that trading expectations, growth and profitability might not be met and those other risks described in the Risk Factor Section of the Company's Form 10-K and Form 10-Q filed with the Securities and Exchange Commission.  Accordingly, the Company's future performance and financial results may differ materially from those expressed or implied in any such forward-looking statements.  The Company does not undertake to publicly update or revise its forward-looking statements even if future changes make it clear that projected results expressed or implied will not be realized.

 

CONTACT: American Eagle Outfitters Inc.
Judy Meehan, 724-776-4857

OR

Financial Media Contact

Berns Communications Group
Stacy Berns or Melissa Jaffin, 212-994-4660

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