UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15
CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: | 333-174262 |
| THE GYMBOREE CORPORATION |
(Exact name of registrant as specified in its charter)
See Schedule A for additional registrants
500 Howard Street San Francisco, California 94105 (415) 278-7000 |
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
9.125% Senior Notes due 2018* Guarantees of 9.125% Senior Notes due 2018** |
(Title of each class of securities covered by this Form)
| None |
(Titles of all other classes of securities for which a duty to file reports under Section 13(a) or 15(d) remains)
Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:
| Rule 12g-4(a)(1) | ¨ | |
| Rule 12g-4(a)(2) | ¨ | |
| Rule 12h-3(b)(1)(i) | ¨ | |
| Rule 12h-3(b)(1)(ii) | ¨ | |
| Rule 15d-6 | x |
Approximate number of holders of record as of the certification or notice date: Less than 300
| * | The Gymboree Corporation is the registrant in respect of the 9.125% Senior Notes due 2018. |
| ** | Each of the additional registrants is a registrant in respect of the Guarantees of the 9.125% Senior Notes due 2018. |
SCHEDULE A—ADDITIONAL REGISTRANT GUARANTORS
Exact name of registrant as specified in its charter | Commission File Number | Address, including Zip Code and Telephone Number, including Area Code, of Agent for Service, of Registrant’s Principal Executive Offices | ||
| Gymboree Manufacturing, Inc. | 333-174262-02 | 500 Howard Street, San Francisco, CA 94105 (415)-278-7000 | ||
| Gym-Mark, Inc. | 333-174262-06 | 500 Howard Street, San Francisco, CA 94105 (415)-278-7000 | ||
| Gymboree Operations, Inc. | 333-174262-03 | 500 Howard Street, San Francisco, CA 94105 (415)-278-7000 | ||
| Gymboree Play Programs, Inc. | 333-174262-05 | 500 Howard Street, San Francisco, CA 94105 (415)-278-7000 | ||
| Gymboree Retail Stores, Inc. | 333-174262-04 | 500 Howard Street, San Francisco, CA 94105 (415)-278-7000 | ||
| S.C.C. Wholesale, Inc. | 333-174262-07 | 500 Howard Street, San Francisco, CA 94105 (415)-278-7000 | ||
| Gym-Card, LLC | 333-174262-01 | 500 Howard Street, San Francisco, CA 94105 (415)-278-7000 | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.
Date: February 24, 2012
| THE GYMBOREE CORPORATION | ||
| By: | /s/ MATTHEW K. MCCAULEY | |
| Name: | Matthew K. McCauley | |
| Title: | Chief Executive Officer | |
| GYMBOREE RETAIL STORES, INC. | ||
| By: | /s/ MATTHEW K. MCCAULEY | |
| Name: | Matthew K. McCauley | |
| Title: | Chief Executive Officer | |
| GYMBOREE MANUFACTURING, INC. | ||
| By: | /s/ MATTHEW K. MCCAULEY | |
| Name: | Matthew K. McCauley | |
| Title: | Chief Executive Officer | |
| GYMBOREE OPERATIONS, INC. | ||
| By: | /s/ MATTHEW K. MCCAULEY | |
| Name: | Matthew K. McCauley | |
| Title: | Chief Executive Officer | |
| GYM-MARK, INC. | ||
| By: | /s/ MATTHEW K. MCCAULEY | |
| Name: | Matthew K. McCauley | |
| Title: | Chief Executive Officer | |
| S.C.C. WHOLESALE, INC. | ||
| By: | /s/ MATTHEW K. MCCAULEY | |
| Name: | Matthew K. McCauley | |
| Title: | Chief Executive Officer and President | |
| GYMBOREE PLAY PROGRAMS, INC. | ||
| By: | /s/ MATTHEW K. MCCAULEY | |
| Name: | Matthew K. McCauley | |
| Title: | Chief Executive Officer | |
| GYM-CARD, LLC | ||
| By: | /s/ MATTHEW K. MCCAULEY | |
| Name: | Matthew K. McCauley | |
| Title: | Chief Executive Officer and President | |
