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
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Date
of report (Date of earliest event reported)
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November
6, 2008
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THE
TALBOTS, INC.
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(Exact
Name of Registrant as Specified in
Charter)
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Delaware
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1-12552
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41-1111318
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(State
or Other Jurisdiction
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(Commission
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(I.R.S.
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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One
Talbots Drive, Hingham, Massachusetts
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02043
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
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(781)
749-7600
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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))
INFORMATION
TO BE INCLUDED IN THE REPORT
Section
2 – Financial Information
Item
2.02 Results of Operations and Financial Condition.
Attached and being furnished as Exhibit
99.1 is a copy of a press release of The Talbots, Inc. (the “Company”) dated
November 6, 2008, reporting the Company’s sales results for the thirteen and
thirty-nine weeks ended November 1, 2008.
Item
2.05 Costs Associated With Exit or Disposal Activities.
On October 30, 2008, the Company
determined to pursue a sale of its J. Jill brand business (“J.
Jill”). The Company determined to take this action in light of the
current macro-economic environment and the strategic decision to focus on the
Company’s core Talbots brand. Results for J. Jill will be reported as
discontinued operations for the third quarter of fiscal 2008 and all prior
periods. Substantially all affected employees were notified on
November 6, 2008.
As a
result of the decision to pursue a sale of the J. Jill brand business, the
Company may incur material cash and non-cash charges related to this
decision. However, the Company is currently unable to provide a total
estimate of the potential cash and non-cash charges in connection with this
decision or an estimate of the cash or non-cash charges which may be
attributable to each major type of cost in connection with the decision to
pursue a sale of the J. Jill brand business. The actual amounts and
timing of such charges will not be known until a future point in time, at which
time the Company will provide updated disclosure.
Section
7 – Regulation FD
Item
7.01 Regulation FD Disclosure.
On
November 6, 2008, the Company issued a press release announcing, among other
things, the matters described in Item 2.05 of this Form 8-K. A copy of the
Company’s press release is furnished with this Form 8-K and attached hereto as
Exhibit 99.1.
Exhibit
99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to
the liabilities under that Section and shall not be deemed to be incorporated by
reference into any filing of the Company under the Securities Act of 1933, as
amended, or the Exchange Act.
Forward-looking
Information
The foregoing contains forward-looking
information within the meaning of The Private Securities Litigation Reform Act
of 1995. These statements may be identified by such forward-looking terminology
as “expect,” “anticipate,” “will,” or similar statements or variations of such
terms.
Our forward-looking statements are
based on a series of expectations, assumptions, estimates and projections which
involve substantial uncertainty and substantial risk. The reader is
urged to consider all such factors.
All of our forward-looking statements
are as of the date of this Form 8-K only, and except as may be required by law
or SEC rule or requirement, the Company does not undertake to update or revise
any forward-looking statements to reflect any circumstances occurring after the
date hereof.
Any public statements or disclosures by
the Company following this Form 8-K which modify or impact any of the
forward-looking statements contained in or accompanying this Form 8-K will be
deemed to modify or supersede such statements in or accompanying this Form
8-K.
Section
9 – Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
.
99.1 Press
Release of The Talbots, Inc., dated November 6, 2008.
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.
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THE
TALBOTS, INC.
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Dated:
November 6, 2008
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By:
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/s/
Edward L. Larsen
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Name:
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Edward
L. Larsen
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Title:
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Senior
Vice President, Finance, Chief Financial Officer and
Treasurer
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EXHIBIT
INDEX
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Exhibit No.
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Description
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99.1
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Press
Release of The Talbots, Inc., dated November 6,
2008
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