Current Report Filing (8-k)
July 23 2019 - 5:24PM
Edgar (US Regulatory)
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) July 22, 2019
BED BATH
& BEYOND INC.
(Exact name of registrant as specified in its charter)
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New York
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0-20214
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11-2250488
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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650 Liberty Avenue, Union, New Jersey 07083
(Address of principal executive offices) (Zip Code)
(908)
688-0888
(Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4
(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol
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Name of each exchange
on which registered
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Common stock, $.01 par value
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BBBY
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The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)
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Indicate by check mark whether the registrant is an emerging growth company 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 2.05 Costs Associated with Exit or Disposal Activities.
On July 23, 2019, Bed Bath & Beyond Inc. (the Company) announced that in connection with its ongoing transformation and
near-term priority to reset the Companys cost structure, it has initiated a reduction in corporate staff at its headquarters in Union, New Jersey and at other select locations where corporate associates are based. These actions are estimated
to generate future annual
pre-tax
cost savings of approximately $30.7 million. Due to the timing of these changes, the
pre-tax
cost savings for the remainder of
fiscal 2019 are estimated to be approximately $18.9 million. The Company expects to incur
pre-tax
cash restructuring charges of approximately $12.0 million in fiscal 2019, primarily for severance and
related costs in conjunction with this staff reduction, all of which will be expensed in the second quarter.
In addition, the Company
continues to review its cost structure to identify additional cost savings opportunities.
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 22, 2019, Eugene
A. Castagna ceased to serve as President and Chief Operating Officer of the Company. In connection with his separation from the Company, Mr. Castagna will be entitled to those separation payments and benefits as are provided upon a
termination of employment without cause pursuant to his employment agreement and outstanding option and performance stock unit award agreements. Following his separation, Mr. Castagna will continue to be subject to certain
restrictive covenants, including post-termination,
non-competition
and
non-solicitation
covenants.
Item 7.01 Regulation FD Disclosure.
On July 23, 2019, the Company reiterated its guidance with respect to fiscal 2019 net earnings per diluted share. A copy of the press
release issued by the Company on July 23, 2019 regarding the above is filed as Exhibit 99.1 to this Current Report on
Form 8-K
and is incorporated by reference into this Item 7.01.
The information in Item 7.01 of this Current Report on Form
8-K
is being furnished and 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 liability of such section or incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Forward-Looking Statements
This report contains forward-looking statements, including, but not limited to, anticipated net earnings per diluted share and the amount and
timing of estimated future annual pre-tax cost savings and pre-tax cash restructuring charges associated with the workforce reduction, as well as the ability to identify additional cost savings opportunities. Many of these forward-looking statements
can be identified by use of words such as may, will, expect, anticipate, approximate, estimate, assume, continue, model, project, plan, goal, and similar words and phrases. The Companys actual results and future financial condition may differ
materially from those expressed in any such forward-looking statements as a result of many factors. Such factors include, without limitation: general economic conditions including the housing market, a challenging overall macroeconomic environment
and related changes in the retailing environment; consumer preferences, spending habits and adoption of new technologies; demographics and other macroeconomic factors that may impact the level of spending for the types of merchandise sold by the
Company; civil disturbances and terrorist acts; unusual weather patterns and natural disasters; competition from existing and potential competitors across all channels; pricing pressures; liquidity; the ability to achieve anticipated cost savings,
and to not exceed anticipated costs, associated with organizational changes and investments; the ability to attract and retain qualified employees in all areas of the organization, including a permanent Chief Executive Officer; the cost of labor,
merchandise and other costs and expenses; potential supply chain disruption due to trade restrictions, political instability, labor disturbances, product recalls, financial or operational instability of suppliers or carriers, and other items; the
ability to
find suitable locations at acceptable occupancy costs and other terms to support the Companys plans for new stores; the ability to establish and profitably maintain the appropriate mix of
digital and physical presence in the markets it serves; the ability to assess and implement technologies in support of the Companys development of its omnichannel capabilities; uncertainty in financial markets; volatility in the price of the
Companys common stock and its effect, and the effect of other factors, on the Companys capital allocation strategy; the impact of goodwill and intangible asset impairments; disruptions to the Companys information technology systems
including but not limited to security breaches of systems protecting consumer and employee information or other types of cybercrimes or cybersecurity attacks; reputational risk arising from challenges to the Companys or a third party product
or service suppliers compliance with various laws, regulations or standards, including those related to labor, health, safety, privacy or the environment; reputational risk arising from third-party merchandise or service vendor performance in
direct home delivery or assembly of product for customers; changes to statutory, regulatory and legal requirements, including without limitation proposed changes affecting international trade; changes to, or new, tax laws or interpretation of
existing tax laws; new, or developments in existing, litigation, claims or assessments; changes to, or new, accounting standards; foreign currency exchange rate fluctuations; and the integration of acquired businesses. The Company does not undertake
any obligation to update its forward-looking statements.
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 thereunto duly authorized.
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BED BATH & BEYOND INC.
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(Registrant)
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Date: July 23, 2019
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By:
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/s/ Robyn M. DElia
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Robyn M. DElia
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Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
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