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): February 13, 2012
Claire’s Stores, Inc.
(Exact name of registrant as specified in its charter)
| | | | |
| Florida | | 333-148108 | | 59-0940416 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
| | |
| 2400 West Central Road, Hoffman Estates, Illinois | | 60192 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (847) 765-1100
Not applicable
Former Name or Former Address, if Changed Since Last Report)
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):
| ¨ | 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)) |
On February 13, 2012, the Company issued a press release announcing its intention to offer senior secured notes due 2019 in an offering pursuant to Rule 144A and Regulation S under the Securities Act. Pursuant to Rule 135c under the Securities Act, a copy of the press release announcing this intent is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
The notes have not been registered under the Securities Act and may not be offered or sold within the United States or to U.S. persons, except to “qualified institutional buyers” in reliance on the exemption from registration provided by Rule 144A and to certain persons in offshore transactions in reliance on Regulation S.
| Item 9.01. | Financial Statements and Exhibits. |
| | |
| Exhibit 99.1 | | Claire’s Stores, Inc. Press Release dated February 13, 2012 |
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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.
| | | | | | |
| | | | Claire’s Stores, Inc. |
| | | |
| Date: February 13, 2012 | | | | By: | | /S/ J. PER BRODIN |
| | | | | | Name J. Per Brodin Title: Chief Financial Officer |
| | | | | | |
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EXHIBIT INDEX
| | |
Exhibit No. | | Description |
| | |
| 99.1 | | Claire’s Stores, Inc. Press Release dated February 13, 2012 |
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