- Current report filing (8-K)
November 01 2010 - 6:12AM
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
November 1, 2010
Date of Report (Date of earliest event reported)
THE GYMBOREE
CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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000-21250
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94-2615258
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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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500 Howard Street, San Francisco, California
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94105
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(Address of Principal Executive Offices)
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(Zip Code)
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(415)
278-7000
(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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¨
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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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Item 7.01.
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Regulation FD Disclosure.
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This Current Report on Form 8-K (this
Form 8-K
) is being furnished to disclose certain information (the
Selected Information
) that The Gymboree Corporation, a Delaware corporation (the
Company
), will provide to prospective debt financing sources that are expected to provide a portion of the financing for the
transactions contemplated by the previously announced Agreement and Plan of Merger, dated as of October 11, 2010, by and among the Company, Giraffe Holding, Inc., a Delaware corporation (
Parent
), and Giraffe Acquisition
Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (the
Merger Agreement
).
Certain statements made in the Selected Information reflect managements expectations regarding future events, are forward-looking
in nature and, accordingly, are subject to risks and uncertainties. These statements are based on beliefs and assumptions of management, which in turn are based on currently available information. The forward-looking statements also involve risks
and uncertainties, which could cause actual results to differ materially from those contained in any forward-looking statement. Many of these factors are beyond the Companys ability to control or predict. Important factors that could cause
results to differ materially from those contained in any forward-looking statement include uncertainties relating to the consummation of the transactions contemplated by the Merger Agreement and economic, competitive, governmental and technological
factors outside of the Companys control, that may cause the Companys business, industry, strategy or actual results to differ materially from managements current assumptions and expectations. Additional information regarding the
risks and uncertainties involving the Company are included in documents filed with the Securities and Exchange Commission by the Company. Although the Company believes the expectations reflected in the forward-looking statements are reasonable, it
cannot guarantee future results, level of activity, performance or achievements. Moreover, neither the Company nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not
rely upon forward-looking statements as predictions of future events. The Company does not undertake any responsibility to update any of these forward-looking statements to conform the Companys prior statements to actual results or revised
expectations, except as expressly required by law.
The information contained in this Form 8-K, including the exhibits hereto,
is furnished pursuant to Item 701 of Form 8-K and 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 liability
under that Section and shall not be deemed incorporated by reference into any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
Item 9.01.
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Financial Statements and Exhibits.
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Exhibit
No.
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Exhibit
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99.1
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Selected Information Provided to Prospective Debt Financing Sources
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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 GYMBOREE CORPORATION
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Dated: November 1, 2010
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By:
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/
S
/ J
EFFREY
P.
H
ARRIS
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Name:
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Jeffrey P. Harris
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Title:
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Chief Financial Officer
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Exhibit Index
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Exhibit
No.
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Exhibit
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99.1
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Selected Information Provided to Prospective Debt Financing Sources
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