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): May 2, 2008
| Bakers Footwear Group, Inc. | |
| (Exact Name of Registrant as Specified in Charter) | |
Missouri | | 000-50563 | | 43-0577980 |
(State or Other
Jurisdiction of
Incorporation) | | (Commission
File Number) | | (I.R.S. Employer
Identification Number) |
2815 Scott Avenue
St. Louis, Missouri | | 63103 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code:
(314) 621-0699
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 | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. Results of Operations and Financial Condition.
On May 2, 2008, Bakers Footwear Group, Inc. (the “Company”) issued a press release announcing financial results for the fourth quarter and fiscal year ended February 2, 2008. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated by reference herein. The description of the press release contained herein is qualified in its entirety by the full text of such exhibit.
The press release references earnings, earnings before taxes and operating income, all excluding a gain on the termination of a long-term below market operating lease, which are non-GAAP financial measures as such term is defined in Regulation G under the rules of the Securities and Exchange Commission. While the Company believes these non-GAAP financial measures are useful in evaluating the Company, this information should be considered as supplemental in nature and not as a substitute for or superior to the related financial information prepared in accordance with GAAP. Further, these non-GAAP financial measures may differ from similarly titled measures presented by other companies. The Company believes these measures are useful to investors and other interested parties as a measure of the Company’s operating performance because it assists in comparing performance on a consistent basis without regard to the Company’s nonrecurring gain from the termination of a long-term below market operating lease. The Company does not believe that it has any other store leases that could be terminated on substantially similar terms.
Also on May 5, 2008, certain members of the Company’s management team held a conference call to discuss earnings and operating results for the fourth quarter and fiscal year ended February 2, 2008. A copy of the conference call transcript is furnished as Exhibit 99.2 hereto and is incorporated by reference herein.
Exhibits 99.1 and 99.2 contain forward-looking statements (within the meaning of Section 27(A) of the Securities Act of 1933 and Section 21(E) of the Securities Exchange Act of 1934). The Company has no duty to update such statements. Actual future events and circumstances could differ materially from those set forth in this Current Report, including Exhibits 99.1 and 99.2, due to various factors. Factors that could cause these conditions not to be satisfied include material declines in sales trends and liquidity, inability to satisfy debt covenants, material changes in capital market conditions or in the Company’s business, prospects, results of operations or financial condition and other risks and uncertainties, including those detailed in the Company’s most recent Annual Report on Form 10-K including those discussed in “Item 1. Business — Recent Developments,” “Item 1. Business — Risk Factors,” “Item 7. Management’s Discussion and Analysis of Financial Position and Results of Operations” and in Note 2 to the Company’s financial statements, and in the Company’s other filings with the Securities and Exchange Commission.
Item 7.01. Regulation FD Disclosure.
The information set forth under Item 2.02 is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. See Exhibit Index.
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.
| BAKERS FOOTWEAR GROUP, INC. |
| | |
| | |
Date: May 8, 2008 | By: | /s/ Charles R. Daniel, III |
| | Charles R. Daniel, III
Vice President—Finance,
Controller, Treasurer and
Secretary |
EXHIBIT INDEX
Exhibit No. | Description of Exhibit |
99.1 | Press release dated May 2, 2008. |
| |
99.2 | Transcript of conference call held on May 5, 2008. |
| |
