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)
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June
9, 2009
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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):
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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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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. (“Talbots” or the “Company”) dated June 9, 2009, reporting Talbots
financial results for the first quarter of fiscal year 2009.
Non-GAAP
Financial Measures:
To
supplement the Company’s financial results presented in accordance with U.S.
Generally Accepted Accounting Principles (“GAAP”), the Company uses, and has
also included in the attached press release, certain non-GAAP financial
measures. These non-GAAP financial measures should not be considered in
isolation, or as a substitute for, or superior to, financial measures calculated
in accordance with GAAP. These non-GAAP financial measures as disclosed by the
Company may also be calculated differently from similar measures disclosed by
other companies. To ease the use and understanding of our supplemental non-GAAP
financial measures, the Company includes the most directly comparable GAAP
financial measure.
In
addition to actual first quarter fiscal 2008 and first quarter fiscal 2009
results from continuing operations, excluding restructuring and impairment
charges, the Company provides certain second quarter fiscal 2009 outlook which
excludes any potential restructuring and asset impairment charges. The Company
is not able to reasonably calculate any such potential exclusions at this
time.
Management
uses these financial measures, together with GAAP results, in preparing certain
internal budgets and operating plans, evaluating actual performance, assessing
historical performance over reporting periods, assessing management performance,
and assessing operating performance against other companies. This information
may also aid investors in further understanding and evaluating the Company’s
period to period operating performance and financial results. Material
limitations of these financial measures are: (i) such measures do not reflect
actual GAAP amounts, (ii) charges related to restructuring include in part
actual cash outlays and are not solely non-cash accounting charges, and (iii)
impairment charges reflect an actual decrease in the carrying value of one or
more assets based on current estimates of the fair value of those assets and may
be material items to an investor’s understanding of the Company’s financial
position. Management compensates for these limitations by clarifying that these
measures are only one operating metric used for internal financial analysis and
planning purposes and should not be considered in isolation, and by providing
the directly comparable GAAP financial measure.
Item
2.05 Costs Associated With Exit or Disposal Activities.
On June
9, 2009, the Company announced key components of an additional expense reduction
program. On June 8, 2009, management of the Company committed to a
staff reduction initiative which will result in the elimination of approximately
325 corporate level positions across all locations including current open
positions not to be filled, which represents approximately 20% of the Company’s
corporate headcount. Substantially all affected employees were notified on or
immediately prior to June 9, 2009. The Company has recorded a total
pre-tax net cash charge of approximately $5.4 million attributable to this staff
reduction initiative in the first quarter of fiscal 2009 related to severance
and related severance benefits.
Section
7 – Regulation FD
Item
7.01 Regulation FD Disclosure.
On June
9, 2009, the Company issued a press release announcing, among other things, the
actions 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.
Section
9 – Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
.
99.1 Press
Release of The Talbots, Inc., dated June 9, 2009.*
*
Pursuant to Item 2.02 and Item 7.01 of Form 8-K, Exhibit 99.1 shall not be
deemed “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, nor shall it be deemed incorporated by reference into any filing of the
Company under the Securities Act of 1933, except as shall be expressly set forth
by specific reference in such filing.
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: June
9, 2009
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By:
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/s/ Carol
Stone
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Name:
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Carol
Stone
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Title:
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Senior
Vice President, Finance
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EXHIBIT
INDEX
Exhibit No.
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Description
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99.1
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Press
Release of The Talbots, Inc., dated June 9,
2009.
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