SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
FORM 8-K
Current Report
Dated June 4, 2010
of
ZALE CORPORATION
A Delaware Corporation
IRS Employer Identification No. 75-0675400
SEC File Number 001-04129
901 West Walnut Hill Lane
Irving, Texas 75038
(972) 580-4000
⃞ 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))
Item 1.01 Entry into a Material Definitive Agreement
On June 4, 2010, but effective as of June 1, 2010, Zale Delaware, Inc., a subsidiary of Zale Corporation (collectively, the “Company”), entered into an Agreement for Information Technology Services (the “Agreement”) with ACS Commercial Solutions, Inc. (“ACS”). Under the Agreement, which replaces a prior agreement for similar services, ACS will provide the Company with substantially all of its data processing services for a six year term, subject to the Company’s election to extend the term by one year. The Company will compensate ACS for its services based upon a “base fee” ranging from approximately $3.6 million per annum to $4.0 million per annum, subject to certain adjustments and charges for additional services. The Agreement contains various requirements with respect to the level of services to be provided by ACS as well as warranties and indemnities in the event that the services are not provided as agreed.
The reporting of the Agreement pursuant to Item 1.01 is not an acknowledgement that the Agreement is, in fact, material.
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.
| | | ZALE CORPORATION | |
| | | | |
| | By: | /s/ Matthew W. Appel | |
| | | Matthew W. Appel | |
| | | Executive Vice President and | |
| | | Chief Financial Officer | |
| | | | |
Date: | June 10, 2010 | | | |
