UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported)
November 4, 2019
THE GAP, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-7562 | 94-1697231 | ||
| (State of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
| Two Folsom Street | |||
| San Francisco, | California | 94105 | |
| (Address of principal executive offices) | (Zip Code) | ||
(415) 427-0100
(Registrant’s telephone number, including area code)
N/A
(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)) | |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common Stock, $0.05 par value | GPS | The New York Stock Exchange |
| Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | |
| Emerging growth company | ☐ |
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ |
Item 2.02 Results of Operations and Financial Condition.
On November 7, 2019, The Gap, Inc. (the "Company") furnished a Current Report on Form 8-K (the "Original 8-K") that included a press release providing an update on the third fiscal quarter ended November 2, 2019, as well as an update on the outlook for the third fiscal quarter and the 2019 fiscal year. This Current Report on Form 8-K/A amends the Original 8-K solely for the purpose of replacing the first sentence of the eighth paragraph in its entirety, which transposed the numbers for diluted earnings per share for the third quarter of fiscal year 2019 and adjusted diluted earnings per share for the third quarter of fiscal year 2019. The amounts were correctly reported in the table on page four of the original press release. The corrected sentence is as follows:
"The company expects diluted earnings per share for the third quarter of fiscal year 2019 to be approximately $0.34 to $0.36 and adjusted diluted earnings per share to be approximately $0.50 to $0.52."
A copy of the corrected press release is furnished as Exhibit 99.1 to this report. Other than correction of the error discussed in this Current Report on Form 8-K/A, no other changes have been made to the Original Form 8-K or the press release furnished therewith.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Exhibit Description | ||
| Press Release dated November 7, 2019 (corrected) | |||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||
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.
| THE GAP, INC. | |||
| Date: November 7, 2019 | By: | /s/ Julie Gruber | |
| Julie Gruber | |||
| Executive Vice President and | |||
| Global General Counsel | |||