UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________________________
FORM 10-Q/A
Amendment No. 1
_______________________________________________
| ý | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE |
| SECURITIES EXCHANGE ACT OF 1934 | |
FOR THE QUARTERLY PERIOD ENDED July 28, 2012
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE |
SECURITIES EXCHANGE ACT OF 1934 | |
Commission file number 001-35641
_______________________________________________
SEARS HOMETOWN AND OUTLET STORES, INC.
(Exact name of registrant as specified in its charter)
_______________________________________________
DELAWARE | 80-0808358 | |
| (State of Incorporation) | (I.R.S. Employer Identification No.) | |
3333 BEVERLY ROAD, HOFFMAN ESTATES, ILLINOIS | 60179 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrant’s Telephone Number, Including Area Code: (847) 286-2500
_______________________________________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No ý
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | ý | Smaller reporting company | ¨ | |||
As of September 7, 2012, the registrant had 23,100,000 common shares, $0.01 par value, outstanding.
1
EXPLANATORY NOTE
The sole purpose of this amendment to our Quarterly Report on Form 10-Q for the quarterly period ended July 28, 2012, originally filed with the Securities and Exchange Commission on September 10, 2012, is to furnish Exhibit 101 to the Form 10-Q, which contains the XBRL (eXtensible Business Reporting Language) Interactive Data File for the financial statements and notes included in Part I, Item 1 of the Form 10-Q. As permitted by Rule 405(a) (2)(ii) of Regulation S-T, Exhibit 101 was required to be furnished by amendment within 30 days of the original filing date of the Form 10-Q.
No other changes have been made to the Form 10-Q and the Form 10-Q has not been updated to reflect events occurring subsequent to the original filing date.
2
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Sears Hometown and Outlet Stores, Inc. | ||
| By: | /S/ STEVEN D. BARNHART | |
| Name: | Steven D. Barnhart | |
| Title: | Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | |
| Date: | October 9, 2012 | |
3
Exhibit Index
Exhibit Number | Document Description | |
| 3.1* | Certificate of Incorporation of Sears Hometown and Outlet Stores, Inc. | |
| 3.2* | Certificate of Amendment of Certificate of Incorporation of Sears Hometown and Outlet Stores, Inc. | |
| 3.3* | Bylaws of Sears Hometown and Outlet Stores, Inc. | |
| 4.1(1) | Form of Common Stock Certificate | |
| 10.1(1) | Separation Agreement between Sears Holdings and Sears Hometown and Outlet Stores, Inc., dated as of August 8, 2012 | |
| 10.2* | Store License Agreement between Sears, Roebuck and Co. and Sears Authorized Hometown Stores, LLC | |
| 10.3* | Store License Agreement between Sears, Roebuck and Co. and Sears Home Appliance Showrooms, LLC | |
| 10.4* | Store License Agreement between Sears, Roebuck and Co. and Sears Outlet Stores, LLC | |
| 10.5* | Trademark License Agreement between Sears, Roebuck and Co. and Sears Hometown and Outlet Stores, Inc. | |
| 10.6*† | Merchandising Agreement between Sears, Roebuck and Co., Kmart Corporation and Sears Holdings Corporation and Sears Hometown and Outlet Stores, Inc., Sears Authorized Hometown Stores, LLC and Sears Outlet Stores, L.L.C. | |
| 10.7* | Services Agreement between Sears Holdings Management Corporation and Sears Hometown and Outlet Stores, Inc. | |
| 10.8*† | Retail Establishment Agreement between Sears Holdings Management Corporation and Sears Hometown and Outlet Stores, Inc. | |
| 10.9* | Tax Sharing Agreement between Sears Holdings and Sears Hometown and Outlet Stores, Inc. | |
| 10.10* | Employee Transition and Administrative Services Agreement between Sears, Roebuck and Co., Sears Hometown and Outlet Stores, Inc., Sears Authorized Hometown Stores, LLC and Sears Outlet Stores, L.L.C. | |
| 10.11(1) | Sears Hometown and Outlet Stores, Inc. Umbrella Incentive Program | |
| 10.12(1) | Sears Hometown and Outlet Stores, Inc. Annual Incentive Plan | |
| 10.13(1) | Sears Hometown and Outlet Stores, Inc. Long-Term Incentive Program | |
| 10.14(1) | Sears Hometown and Outlet Stores, Inc. 2012 Stock Plan | |
| 10.15(2) | Form of Executive Severance Agreement | |
| 10.16(3) | Form of Executive Severance/Non-Compete Agreement | |
| 10.17(1) | Executive Severance Agreement dated and effective as of August 6, 2012 between Sears Holdings Corporation and its affiliates and subsidiaries and Steven D. Barnhart | |
| 10.18(1) | Offer letter between Sears Hometown and Outlet Stores, Inc. and W. Bruce Johnson dated August 28, 2012 | |
| 10.19(1) | Offer letter between Sears Hometown and Outlet Stores, Inc. and William A. Powell dated August 28, 2012 | |
| 10.20(1) | Offer letter between Sears Hometown and Outlet Stores, Inc. and John E. Ethridge dated August 28, 2012 | |
| 10.21(1) | Offer letter between Sears Hometown and Outlet Stores, Inc. and Charles J. Hansen, dated August 28, 2012 | |
E-1
Exhibit Number | Document Description | |
| 10.22(1) | Offer letter between Sears Hometown and Outlet Stores, Inc. and Steven D. Barnhart, dated August 28, 2012 | |
| 10.23(1) | Offer letter between Sears Hometown and Outlet Stores, Inc. and Becky Iliff, dated August 28, 2012 | |
| 10.24(1) | Director Compensation Policy of Sears Hometown and Outlet Stores, Inc. | |
| 21.1(4) | Subsidiaries of Sears Hometown and Outlet Stores, Inc. | |
| 31.1* | Certification of Chief Executive Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended. | |
| 31.2* | Certification of Chief Financial Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended. | |
| 32.1* | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
101** | The following financial information from the Quarterly Report on Form 10-Q for the fiscal quarter ended July 28, 2012, formatted in XBRL (eXtensible Business Reporting Language) and furnished electronically herewith: (i) the Condensed Combined Statements of Income (Unaudited) for the 13 and 26 Weeks Ended July 28, 2012 and July 30, 2011; (ii) the Condensed Combined Balance Sheets (Unaudited) at July 28, 2012, July 30, 2011 and January 28, 2012; (iii) the Condensed Combined Statements of Cash Flows (Unaudited) for the 26 Weeks Ended July 28, 2012 and July 30, 2011; (iv) the Condensed Combined Statements of Divisional Equity (Unaudited) for the 26 Weeks Ended July 28, 2012 and July 30, 2011; and (v) the Notes to the Condensed Combined Financial Statements (Unaudited). [Filed herewith] | |
* Previously filed or furnished.
** Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration
statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not
filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject
to liability under those sections.
| (1) | Incorporated by reference to the Company’s Form S-1/A filed on August 31, 2012 (File No. 333-181051) |
| (2) | Incorporated by reference to Exhibit 10.26 to Sears Holdings Corporation’s Annual Report on Form 10-K for the fiscal year ended January 28, 2012 (File No. 000-51217) |
| (3) | Incorporated by reference to Exhibit 10.5 to Sears Holdings Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 29, 2005 (File No. 000-51217) |
| (4) | Incorporated by reference to the Company’s Form S-1/A filed on August 23, 2012 (File No. 333-181051) |
| † | Certain provisions of this exhibit have been omitted and separately filed with the Securities and Exchange Commission pursuant to an order granting confidential treatment dated September 7, 2012. |
E-2