- Current report filing (8-K)
October 05 2010 - 8:02AM
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) October 5, 2010
(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
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
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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Registrants telephone number, including area code
(781) 749-7600
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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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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Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
INFORMATION TO BE INCLUDED IN THE REPORT
Section 7 Regulation FD
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Item 7.01
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Regulation FD Disclosure.
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Attached and being furnished as Exhibit 99.1 is a copy of a press release of The Talbots,
Inc. (Talbots or the Company) dated October 5, 2010, regarding information to be presented at
the Companys scheduled investor meeting. 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.
To supplement the Companys 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, outlook and financial targets for 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 and are used solely to provide
supplemental information together with our reported GAAP amounts. These non-GAAP financial measures
may also be calculated differently from similar measures disclosed by other companies.
To ease the use and understanding of our non-GAAP financial measures, the Company identifies
each of the exclusions in arriving at our adjusted (non-GAAP) amounts.
In the accompanying press release, the Company provides outlook and financial targets which
exclude the following special items: merger-related costs, restructuring charges, impairment
charges, costs associated with the store re-image initiative and the impact of a change in tax
estimate.
Management uses these financial measures, together with GAAP results, as an additional tool in
assessing the impact and results of our ongoing strategic initiatives, evaluating historical core
operating performance and any potential trends in our core operating performance, assessing
management performance, and assessing operating performance against other companies. The Company
believes that these financial measures are helpful to investors as an additional tool to further
facilitate an investors understanding and evaluation of the Companys operating performance, as
these measures identify items which the Company believes impact comparability and which are not
necessarily indicative of ongoing core operating performance.
Material limitations of these financial measures are: (i) such measures do not reflect actual
GAAP amounts and adjust for special items which impact the corresponding GAAP amounts, such as GAAP
margins, GAAP income and GAAP earnings per share, as applicable; (ii) such measures may involve
actual cash outlays which impact cash flows; (iii) the change in tax estimate involves a potential
cash liability to be satisfied from future cash flows; (iv) merger-related costs reflect actual
cash outlays; (v) 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 (vi) charges related
to our store re-image initiative and our restructuring charges include cash outlays which impact
cash flows; all of the above may be material to an investors understanding of the Companys
financial position. Management compensates for these limitations by clarifying that these measures
are only supplemental to the reported GAAP operating metrics and should not be considered in
isolation.
Exclusion of items in our non-GAAP measures should not be considered as an inference that
these items are unusual, infrequent or non-recurring.
Section 9 Financial Statements and Exhibits
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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99.1
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Press Release of The Talbots, Inc. dated October 5, 2010.
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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.
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THE TALBOTS, INC.
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Dated: October 5, 2010
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By:
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/s/ Michael Scarpa
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Name:
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Michael Scarpa
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Title:
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Chief Operating Officer, Chief Financial Officer and Treasurer
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