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) August 10, 2020
BED BATH & BEYOND INC.
(Exact name of registrant as specified in its charter)
New York | 0-20214 | 11-2250488 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
650 Liberty Avenue, Union, New Jersey 07083 |
(Address of principal executive offices) (Zip Code) |
(908) 688-0888
(Registrant’s telephone number, including area code)
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:
☐ | 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, $.01 par value | BBBY | The Nasdaq Stock Market LLC (Nasdaq Global Select Market) |
Indicate by check mark whether the registrant is an emerging growth company 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 7.01 | Regulation FD Disclosure. |
Bed Bath & Beyond Inc. (the “Company”) is providing the following update regarding performance over the first two months of the fiscal 2020 second quarter:
In late May 2020, the Company started reopening stores to the public and, as of the end of July 2020, substantially all stores have re-opened. As previously disclosed in an Investor FAQs document furnished by the Company on a Current Report on Form 8-K filed on July 14, 2020, total net sales were down only 7% for the month of June, including more than an 80% increase in sales from digital channels and an approximately 25% decline in sales from stores, when, on average, there were 22% fewer store open days. For the month of June, total comparable sales, for stores that have reopened and from digital channels combined, was positive. Further, cash flow was positive in June. For the month of July, total net sales grew 2% over the prior year period, including more than a 70% increase in sales from digital channels and an approximately 15% decline in sales from stores. Total comparable sales for the month of July was positive. Cash flow continued to be positive in July.
The information in Item 7.01 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 8.01 | Other Events. |
On August 10, 2020, the Company issued a press release announcing that the Company has commenced cash tender offers to purchase up to $300 million aggregate principal amount of its outstanding 4.195% Senior Notes due 2034 and 5.165% Senior Notes due 2044. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit | Description | |
99.1 | Press Release issued by Bed Bath & Beyond Inc. on August 10, 2020 | |
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 thereunto duly authorized.
BED BATH & BEYOND INC. | ||||||
(Registrant) | ||||||
Date: August 10, 2020 | By: | /s/ Gustavo Arnal | ||||
Gustavo Arnal | ||||||
Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) |